DEF 14A of Omeros Corp, May 30, 2025

DEF 14A of Omeros Corp

Filed May 30, 2025 · FY20240001140361-25-020948

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our board of directors is divided into three classes, generally serving staggered three-year terms. The term of each director will expire on the date of our annual meeting of shareholders in the year set forth in the following table:

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Omeros Board of Directors | Term Expires | | Class I Directors | | | Arnold C. Hanish | 2025 | | Rajiv Shah, M.D. | 2025 | | Class II Directors | | | Thomas J. Cable | 2026 | | Peter A. Demopulos, M.D. | 2026 | | Diana T. Perkinson, M.D. | 2026 | | Class III Directors | | | Thomas F. Bumol, Ph.D. | 2027 | | Gregory A. Demopulos, M.D. | 2027 | | Leroy E. Hood, M.D., Ph.D. | 2027 |

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    Following the recommendation of the nominating and governance committee, our board of directors has nominated for election at the 2025 Annual Meeting our two current Class I directors, Arnold C. Hanish and Rajiv Shah, M.D. If elected, the Class I director nominees would serve until the 2028 Annual Meeting of Shareholders or, in each case, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The two director nominees receiving the highest number of votes will be elected. In addition, our corporate governance principles provide that if any of our incumbent nominees do not receive more votes for than against, such director shall tender a resignation following certification of the shareholder vote. See “Corporate Governance—Voting for Directors.” Nominees—Class I

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    | ARNOLD C. HANISH Age: 77 Director Since: 2012 Committee: Audit (chair) | | Arnold C. Hanish has served on our board of directors and as chair of our audit committee since September 2012. From 1994 until his retirement in December 2012, Mr. Hanish served as vice president and chief accounting officer at Eli Lilly and Company. Prior to his appointment as chief accounting officer, Mr. Hanish held a number of senior financial positions at Eli Lilly. Before Eli Lilly, Mr. Hanish held various positions at Arthur Young & Company (currently Ernst & Young) for nearly 14 years. Mr. Hanish currently serves as a member of the board of directors of Salarius Pharmaceuticals, Inc., a biotechnology company focused on cancer therapeutics. Mr. Hanish was a member of the Deloitte and Touche Audit Quality Review Council from 2013 through 2023. Mr. Hanish was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board from 2004 through 2008 and from 2011 through 2012. In addition, from 2007 to 2010, he served as the chairperson of Financial Executives International’s Committee on Corporate Reporting. Mr. Hanish was inducted into the Financial Executives International Hall of Fame in 2016. Mr. Hanish is a Certified Public Accountant and earned his B.A. in accounting from the University of Cincinnati. | | The nominating and governance committee and board of directors have determined that Mr. Hanish should continue to serve on the board of directors based on his experience in public company finance and accounting, reporting to the U.S. Securities and Exchange Commission (the SEC), management and corporate governance, his knowledge of the pharmaceutical and biotechnology industry and his experience as the chair of our audit committee. |

  5. PROPOSAL 1 — ELECTION OF DIRECTORS

    | RAJIV SHAH, M.D. Age: 52 Director Since: 2015 Committees: Audit, Compensation and Scientific | | Rajiv Shah, M.D., has served on our board of directors since June 2015 and on our audit committee, our compensation committee and our scientific committee since December 2021, May 2022 and September 2019, respectively. Dr. Shah has served as the president of the Rockefeller Foundation since February 2017. From March 2015 to February 2017, Dr. Shah was the managing partner of Latitude Capital, an emerging markets private equity firm that he founded. Dr. Shah served as administrator of the United States Agency for International Development (USAID) from January 2010 to February 2015. Dr. Shah served as undersecretary and chief scientist at the U.S. Department of Agriculture from May 2009 to January 2010, during which time he created the National Institute for Food and Agriculture. Prior to working in government, Dr. Shah worked in senior roles at the Bill & Melinda Gates Foundation, leading the Foundation’s efforts in global health, agriculture and financial services. Dr. Shah also serves on the boards of trustees of the Rockefeller Foundation and the National Geographic Society. He is a member of the Defense Policy Board. Dr. Shah serves on the boards of directors of several private biotechnology companies, including Altos Labs and Mobius Scientific. From March 2015 to June 2017, Dr. Shah served on the board of directors of Arcadia Biosciences, Inc., a publicly traded agricultural technology company. Dr. Shah earned his M.D. from the University of Pennsylvania Medical School, his M.S. in Health Economics at the Wharton School of Business and his B.S. in Economics from the University of Michigan. | | The nominating and governance committee and board of directors have determined that Dr. Shah should continue to serve on the board of directors based on his significant experience in government, regulatory affairs, international development and strategic partnerships, as well as his medical and scientific background. |

  6. PROPOSAL 1 — ELECTION OF DIRECTORS

    Continuing Directors until the 2026 Annual Meeting

  7. PROPOSAL 1 — ELECTION OF DIRECTORS

    | THOMAS J. CABLE Age: 85 Director Since: 1995 Committees: Audit, Compensation (chair) and Nominating and Governance (chair) | | Thomas J. Cable has served on our board of directors since January 1995 and as our lead independent director since 2010. He has also served on our audit committee since January 1995 and on our compensation committee since December 2007. In addition, Mr. Cable was appointed chair of our compensation committee in May 2022 and has served as chair of our nominating and governance committee since September 2009. Mr. Cable is the vice chairman of the board of the Washington Research Foundation, a technology transfer and early-stage venture capital organization affiliated with the University of Washington, which he co-founded in 1980. Mr. Cable also founded Cable & Howse Ventures, a venture capital firm, and Cable, Howse & Ragen, an investment banking firm, and co-founded Montgomery Securities, an investment banking firm acquired by Bank of America. A former U.S. Navy submarine officer, Mr. Cable received his M.B.A. from the Stanford Graduate School of Business and his B.A. from Harvard University. | | Mr. Cable’s qualifications to serve on the board of directors include his knowledge and experience in finance, investment banking, technology development and product commercialization, his knowledge of Omeros and our industry, as well as his service as lead independent director and as chair of the compensation and nominating and governance committees. |

  8. PROPOSAL 1 — ELECTION OF DIRECTORS

    | PETER A. DEMOPULOS, M.D. Age: 71 Director Since: 1995 Committees: Scientific | | Peter A. Demopulos, M.D., has served on our board of directors since January 1995 and on our scientific committee since September 2019. Dr. Demopulos is a practicing board-certified general and interventional cardiologist at Seattle Cardiology, part of the Swedish Heart & Vascular Institute. He has been a member of Seattle Cardiology since 2005, also serving as its Medical Director from 2005 to 2010. Dr. Demopulos is also a clinical assistant professor of cardiology at the University of Washington School of Medicine, a position that he has held since 1989. He also participates as an investigator in clinical trials evaluating interventional cardiology devices and drug therapies at Seattle Cardiovascular Research and Swedish Cardiovascular Research. Dr. Demopulos received his M.D. from the Stanford University School of Medicine and his B.S. from Stanford University. | | Dr. Demopulos’ qualifications to serve on the board of directors include his medical and scientific expertise, his experience as a clinical investigator and his experience with clinical development and trial design, as well as his knowledge of Omeros and our industry. Dr. Demopulos is the brother of Gregory A. Demopulos, M.D., our president and chief executive officer and the chairman of our board of directors. |

  9. PROPOSAL 1 — ELECTION OF DIRECTORS

    | DIANA T. PERKINSON, M.D. Age: 71 Director Since: 2023 Committees: Nominating and Governance and Scientific | | Diana T. Perkinson, M.D., has served on our board of directors and as a member of our scientific committee since May 2023. She has also served on our nominating and governance committee since April 2024. Dr. Perkinson is a physician at MD(2)International LLC (MD(2)International), a premier concierge medicine network, where she has practiced since 2009. She holds dual board certifications in nephrology and internal medicine. From 1987 to 2009, Dr. Perkinson practiced nephrology and internal medicine at Minor & James Medical in Seattle. She previously served as a clinical assistant professor in the division of nephrology at the University of Washington, from 1987 until 2009, and as medical director, transplantation, at Swedish Hospital, from 1996 until 2007. Dr. Perkinson also served as a major in the United States Air Force and as director of the dialysis unit at Wilford Hall Medical Center at Lackland Air Force Base in San Antonio, Texas from 1984 until 1987. Dr. Perkinson received her M.D. from the University of Alabama and her B.S. from Birmingham Southern College. She completed her fellowship in nephrology at the University of Washington. | | Dr. Perkinson’s qualifications to serve on our board of directors include her medical experience and expertise as a nephrologist and internist. |

  10. PROPOSAL 1 — ELECTION OF DIRECTORS

    Continuing Directors until the 2027 Annual Meeting

  11. PROPOSAL 1 — ELECTION OF DIRECTORS

    | THOMAS F. BUMOL, Ph.D. Age: 71 Director Since: 2019 Committees: Scientific (chair) | | Thomas F. Bumol, Ph.D., has served on our board of directors since February 2019 and as chair of our scientific committee since September 2019. Dr. Bumol served as Executive Vice President of the Allen Institute for Immunology in Seattle, Washington, from March 2018 until August 2022. Dr. Bumol joined the Allen Institute following a 35-year career at Eli Lilly and Company. Dr. Bumol held various positions at Eli Lilly from 1982 until his retirement in December 2017. He was most recently the senior vice president of biotechnology and immunology research and the site head of |

  12. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Eli Lilly’s Biotechnology Center in San Diego, California. While at Eli Lilly, Dr. Bumol’s teams and collaborators advanced over 100 molecules into clinical development, including TRULICITY® (dulaglutide), TALTZ® (ixekizumab), EMGALITY® (galcanezumab) and mirikizumab. Through strategic alliances, he and his teams also helped develop and support REOPRO® (abciximab) with Centocor Inc. (n/k/a Janssen Pharmaceutical Cos.) as well as OLUMIANT® (baricitinib) with Incyte Corporation. Dr. Bumol has over 50 publications and reviews and eight issued U.S. patents. He serves on the University of Michigan Technology Transfer National Advisory Board and as an advisor to Lilly Ventures. He is a member of the Board of Directors of Tentarix Biotherapeutics LP, a private biotechnology company, and serves as a scientific advisor to a number of biotechnology and immunology companies. Dr. Bumol earned his B.S. degree in microbiology from the University of Michigan and his Ph.D. in microbiology-immunology from the University of Minnesota. He completed postdoctoral studies through a fellowship in the Department of Molecular Immunology at Scripps Research in La Jolla, California. | | Dr. Bumol’s qualifications to serve on the board of directors include his scientific expertise in drug discovery and development and experience in strategic partnering and other collaborations within the life sciences and pharmaceutical industries. |

  13. PROPOSAL 1 — ELECTION OF DIRECTORS

    | GREGORY A. DEMOPULOS, M.D. Age: 66 Director Since: 1994 Committees: None | | Gregory A. Demopulos, M.D., founded our company and has served as our president, chief executive officer and chairman of the board of directors since June 1994. He also served as our chief financial officer and treasurer from January 2009 to October 2013 in an interim capacity and as our chief medical officer from June 1994 to March 2010. Prior to founding Omeros, Dr. Demopulos completed his residency in orthopedic surgery at Stanford University and his fellowship training in hand and microvascular surgery at Duke University. In 2019, Dr. Demopulos was a recipient of the Prix Galien Canada Research Award. He has authored over 30 articles and reviews in peer-reviewed publications and is an inventor on 62 issued and allowed U.S. patents and over 1,000 issued and allowed foreign patents. Dr. Demopulos currently serves on the board of trustees of the Smead Funds Trust, an open-end mutual fund company registered under the Investment Company Act of 1940. Dr. Demopulos received his M.D. from Stanford University School of Medicine and his B.S. from Stanford University. | | Dr. Demopulos’ qualifications to serve on the board of directors include his position and experience as our president and chief executive officer, his medical and scientific expertise, experience with clinical development and design and detailed knowledge of our operations and development programs. Dr. Demopulos is the brother of Peter A. Demopulos, M.D., a member of our board of directors. |

  14. PROPOSAL 1 — ELECTION OF DIRECTORS

    | LEROY E. HOOD, M.D., Ph.D. Age: 86 Director Since: 2001 Committees: Compensation, Nominating and Governance and Scientific | | Leroy E. Hood, M.D., Ph.D., has served on our board of directors since March 2001. He also has served on our nominating and governance committee since September 2009, on our compensation committee since July 2011 and on our scientific committee since September 2019. Dr. Hood is chief strategy officer and professor at the Institute for Systems Biology, a non-profit research institute dedicated to the study and application of systems biology. Dr. Hood co-founded the Institute for Systems Biology in 2000 and served as its first president through December 2017. Dr. Hood is the founding chief executive officer of Phenome Health, a non-profit organization dedicated to the development of phenomics as a tool for assessing and optimizing individual health. Previously, Dr. Hood served as senior vice president and chief science officer of Providence St. Joseph Health, a multi-state, not-for-profit health system, from 2016 to 2021. Dr. Hood was founder and chairman of the Department of Molecular Biotechnology at the University of Washington |

  15. PROPOSAL 1 — ELECTION OF DIRECTORS

    | School of Medicine. Dr. Hood also co-founded Amgen, Inc., Applied Biosystems, Inc., Darwin Molecular Technologies, Inc., Rosetta Inpharmatics, Inc. and SyStemix, Inc. Dr. Hood is a member of the National Academy of Sciences, the National Academy of Engineering and the National Academy of Medicine. He has published more than 850 peer-reviewed articles, holds over 30 patents and is the recipient of numerous national and international awards, including the National Medal of Science, the Lasker Award and the Kyoto Prize. Dr. Hood received his Ph.D. and B.S. from the California Institute of Technology and his M.D. from The Johns Hopkins School of Medicine. | | Dr. Hood’s qualifications to serve on the board of directors include his scientific expertise in drug discovery and development and experience in founding and building biotechnology and pharmaceutical companies. |

  16. PROPOSAL 1 — ELECTION OF DIRECTORS

    | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES NAMED ABOVE |

  17. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION To attract and retain qualified non-employee candidates to serve on the board of directors, we utilize a combination of cash and equity-based incentive compensation. The significant amount of time that members of the board of directors expend in fulfilling their duties, as well as the skill level required of our directors, is evaluated in setting director compensation, along with director compensation levels at companies in our peer group. We also reimburse our directors for travel and incidental expenses incurred in the performance of their services for us. Our non-employee director compensation policy provides that a non-employee director is granted an option to purchase 30,000 shares of our common stock upon his or her initial appointment or election to the board of directors, subject to vesting in equal annual installments over a three-year period beginning on the date the director took office. In addition, on the date of each annual meeting of shareholders, each non-employee director who has served as a director for at least six months and who will continue to serve as a director after the annual meeting is granted an option to purchase 15,000 shares of our common stock that vests in full on the day prior to the date of the next annual meeting of shareholders. The per share exercise price for options granted to non-employee directors is equal to the closing public trading price of our common stock on the date of grant, and vesting is conditioned on the director’s continued service through the applicable vesting dates. Under our policy, each non-employee director receives an annual cash retainer of $50,000 for service on the board of directors, plus additional fees for committee service, as applicable. Committee fees are $10,000, $7,500, $5,000 and $5,000 per year for services as a non-chair member of the audit, compensation, nominating and governance, and scientific committees, respectively, while fees for the chairs of those committees are $20,000, $15,000, $10,000 and $10,000 per year, respectively. In addition, our lead independent director receives an annual retainer of $25,000 for his service in such capacity. Director fees are paid on a quarterly basis as earned on a prorated basis. 2024 Non-Employee Director Compensation The following table shows the compensation of each person who served as a non-employee director during the fiscal year ended December 31, 2024:

  18. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Thomas F. Bumol, Ph.D. | 60,000 | 49,073 | 109,073 | | Thomas J. Cable | 110,000 | 49,073 | 159,073 | | Peter A. Demopulos, M.D. | 55,000 | 49,073 | 104,073 | | Arnold C. Hanish | 70,000 | 49,073 | 119,073 | | Leroy E. Hood, M.D., Ph.D. | 67,500 | 49,073 | 116,573 | | Diana T. Perkinson, M.D. | 58,750 | 49,073 | 107,823 | | Rajiv Shah, M.D. | 72,500 | 49,073 | 121,573 |

  19. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) The amounts reported in this column represent the grant date fair value of option awards granted to our non-employee directors during 2024 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The assumptions used to calculate the value of these option awards are set forth in Note 12, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  20. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) As of December 31, 2024, Dr. Bumol, Mr. Cable, Dr. Peter Demopulos, Mr. Hanish, Dr. Hood, Dr. Perkinson and Dr. Shah held options to purchase 75,000, 97,500, 97,500, 97,500, 97,500, 45,000 and 107,500 shares of our common stock, respectively. |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    We determine compensation for our named executive officers based on their ability to achieve operational goals that further our long-term business objectives and create sustainable long-term shareholder value in a cost-effective manner. We generally make adjustments to each element of compensation for our named executive officers on an annual basis in connection with annual awards of stock options to eligible employees, although, in historical periods, compensation adjustments or the timing thereof have been affected by the timing of independent compensation analyses from third parties, availability of cash, the need to preserve capital and the achievement of significant corporate objectives. For more information regarding the timing of our stock option awards, see “Additional Policies and Practices—Equity Award Grant Timing Practices” below. In 2024, our compensation committee approved:

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | • | cash bonuses for our named executive officers on the basis of company and individual bonus performance; and |

  23. COMPENSATION DISCUSSION AND ANALYSIS

    | • | stock option awards for all eligible employees, including our named executive officers, considering market competitiveness along with company and individual performance in 2023. |

  24. EXECUTIVE COMPENSATION-SETTING PROCESS

    EXECUTIVE COMPENSATION-SETTING PROCESS Role of the Compensation Committee The compensation committee of our board of directors is responsible for establishing our executive compensation philosophy and administering our executive compensation program, as well as determining and approving the compensation for our executive officers. The compensation committee periodically reports to our board of directors on its deliberations and actions. The compensation committee, with the assistance of Compensia, its independent compensation consultant, reviews our executive compensation program, including our incentive compensation plans, to determine whether they are appropriate relative to our peers and that each component of total compensation is appropriately designed and properly coordinated to achieve the intended purpose of our executive compensation program. In addition to the services mentioned above, Compensia also recommends to our board of directors or compensation committee any modifications of our existing plans, or new plans or programs, from time to time as requested by our board of directors or compensation committee. Role of Management In carrying out its responsibilities, the compensation committee works with members of our management, including our CEO. Typically, our senior management assists the compensation committee and Compensia by providing information on company and individual performance, market data and management’s perspective and recommendations on compensation matters. Our CEO reviews data compiled by Compensia and our senior management and makes recommendations to the compensation committee regarding the compensation of our executive officers and significant employees. Our CEO does not make recommendations with respect to his own compensation and excuses himself from compensation committee meetings when his compensation is discussed. While the compensation committee solicits and reviews our CEO’s recommendations and proposals with respect to compensation-related matters and receives guidance from Compensia, the compensation committee makes its decisions independently and may consider additional factors and information in making its decisions. Role of Compensation Consultant The compensation committee is authorized to retain the services of compensation consultants and other advisors in connection with the discharge of its responsibilities. The compensation committee has engaged Compensia to assist it from time to time in assessing a set of executive compensation guiding principles, to evaluate the competitiveness of our executive officers’ compensation and to assist it in designing and implementing our executive compensation program. Compensia serves at the discretion of the compensation committee and provided certain advisory services to the compensation committee in 2024 as described below. Use of Competitive Data To assess the competitiveness of our executive compensation program and current compensation levels and to assist it in setting compensation levels, the compensation committee refers to executive compensation data compiled from a peer group of comparable companies in our industry. With Compensia’s assistance, our compensation committee developed this group (the Peer Group) in 2023 and used Peer Group data in connection with compensation decisions in 2024. Peer companies were selected for the Peer Group based on their comparability to Omeros in terms of stage of development, therapeutic areas, financial health, revenue and market capitalization. Omeros maintains a diverse product pipeline and comparability on depth and breadth of product pipeline was strongly considered in determining peer companies. The Peer Group is comprised of the following companies:

  25. EXECUTIVE COMPENSATION-SETTING PROCESS

    In addition to peer group and other data from Compensia, our compensation committee typically also refers to commercially available compensation survey data for relevant markets in connection with its compensation decisions. Most Recent “Say-on-Pay” Vote and Shareholder Engagement We conducted our most recent non-binding advisory shareholder vote (a so-called “say-on-pay” vote) on the compensation of our named executive officers at our 2024 Annual Meeting of Shareholders. Although 69% of the votes cast at last year’s meeting were voted in favor of our executive compensation policies and programs, our compensation committee noted that this level of support represented a decline in the percentage of favorable votes compared to the 89% of votes cast in favor at the 2023 Annual Meeting of Shareholders. Our executive compensation policies and practices are substantially consistent with the policies and practices that have received strong support from shareholders in prior say-on-pay votes. Therefore, the compensation committee believes the lower level of shareholder support at the 2024 Annual Meeting of Shareholders is attributable to a one-time special discretionary bonus that was granted to our chief executive officer during 2023. To ensure that the committee correctly interpreted the lower-than-usual support for our executive compensation programs and policies received at the 2024 Annual Meeting of Shareholders, we invited several of our largest shareholders who voted against the say-on-pay proposal to engage with Mr. Cable, the chair of the compensation committee, and certain members of management on our executive compensation philosophy, program components and other compensation-related matters. The feedback we received regarding the 2024 say-on-pay vote was informative and suggested that the outcome of the 2024 say-on-pay vote was based on actions taken by the compensation committee in 2023 in relation to the unique special discretionary bonus paid to our chief executive officer, and that our shareholders do not have material concerns with our compensation program or its design. Feedback from these shareholder interactions was communicated to our compensation committee and our board of directors and was discussed with management as appropriate. Based on shareholder feedback, the historically strong support received in prior say-on-pay votes, the unique circumstances associated with the award of the special bonus to our chief executive officer in 2023 and the expectation that no similar discretionary special bonuses will be awarded to our executive officers in the foreseeable future, the compensation committee decided not to change our general executive compensation philosophy as disclosed above, except that based on shareholder feedback regarding the annual bonus program, the compensation committee will clarify that payouts under our annual bonus program are subject to a cap of 150% of the applicable target bonus for each executive officer. The compensation committee periodically reviews the design and operation of both our annual bonus and equity compensation programs to ensure that they are appropriately designed to attract, retain and motivate our executive officers and key employees and that these incentives are aligned with outcomes that drive stock price performance. Discussions with shareholders on these aspects of our executive compensation program have focused on our reliance on qualitative performance measures for purposes of our annual bonus plan and our exclusive use of time-based stock options for equity incentive compensation. Consistent with shareholder feedback, the committee expects to consider modifications to these compensation programs as our organization matures. The committee believes that establishing high-level goals for corporate development and paying bonuses based on the committee’s qualitive determination of the extent to which those goals have been achieved provides an appropriate and necessary level of flexibility for a clinical-stage company in our industry. The operation of a commercial stage business lends itself more easily to the establishment of quantitative performance goals for purposes of the annual bonus plan and the committee expects increasingly to rely on such measures to align pay with performance as our organization matures into a commercial stage enterprise. As is common for clinical stage companies in our industry, we have historically relied on time-based stock options to retain and provide incentives to our executive officers that are aligned with long-term stock price performance. As with our annual bonus program, the compensation committee believes this approach to equity compensation is appropriate for our current stage of development and expects to consider in the future whether modifications to our equity compensation programs may be appropriate after the company reaches a commercial stage. EXECUTIVE COMPENSATION PROGRAM COMPONENTS The following is a summary of our total compensation program for the named executive officers for 2024.

  26. EXECUTIVE COMPENSATION-SETTING PROCESS

    The following is a description of each component of our executive compensation program, the rationale for each component and how awards were determined in 2024. Base Salary The compensation committee reviews the base salaries of our named executive officers each year. In assessing these base salary levels, the compensation committee considers market competitiveness based on Peer Group and survey data, the executive officer’s past and expected future contributions to Omeros, his knowledge, experience and responsibilities and the relative base salaries and responsibilities of the other members of our senior management team. In April 2024, the compensation committee increased the base salaries of Dr. Demopulos and Messrs. Borges, Cancelmo and Jacobsen after reviewing competitive market data as well as Peer Group data and considering the performance of our named executive officers and the company. The base salary increases were effective April 1, 2024. Mr. Borges was promoted in April 2024 as part of planned succession to Mr. Jacobsen’s positions with the company, and the compensation committee considered the increase in Mr. Borges’s responsibilities in connection with his promotion when determining his base salary. The new base salary rates for our named executive officers, following the salary increases, were as follows:

  27. EXECUTIVE COMPENSATION-SETTING PROCESS

    Annual Bonuses Our compensation committee has the authority and discretion to award bonuses to our named executive officers. We believe bonuses provide an effective tool to motivate and retain our employees, including our named executive officers, and achieve our business objectives. With respect to our payment of bonuses, the compensation committee generally establishes an annual target bonus amount for each named executive officer. This amount is calculated as a percentage of the named executive officer’s base salary and typically ranges from 25% to 100%. The target amounts are reviewed and revised as needed to align with competitive market compensation paid to similarly situated executives at the companies in the Peer Group and to properly address individual responsibilities and experience, internal pay equity and other factors. The extent to which bonuses are actually paid is determined at the discretion of the compensation committee based primarily upon an assessment of our achievement of the corporate performance objectives for the year, with consideration also being given to an assessment of each named executive officer’s individual performance and contribution to the achievement of our corporate performance objectives. Preliminary performance objectives are established by the board of directors, with input from our named executive officers and other members of senior management, as corporate goals that reflect our business priorities for the year. For each performance year, the compensation committee, in consultation with the board of directors, reviews the corporate performance objectives to determine and confirm their appropriateness for use as performance metrics for purposes of named executive officer compensation. The objectives may be re-visited during the year and potentially restated in the event of significant changes in corporate strategy or the occurrence of significant corporate events. The compensation committee retains full discretion to adjust individual bonus awards upwards for exceptional performance and to otherwise adjust bonus awards upwards or downwards to respond to changes in competitive compensation or other factors not measured by corporate or individual performance in any given year. In addition, depending on the company’s cash position, the compensation committee has the discretion, after consulting with the board of directors and our CEO, to not pay cash bonuses to conserve cash and support ongoing development programs and commercialization efforts. Corporate performance factors established in connection with compensation decisions for the 2023 performance year, which formed the basis for bonuses paid in 2024, included objectives related to:

  28. EXECUTIVE COMPENSATION-SETTING PROCESS

    In March 2024, our board of directors reviewed the corporate performance objectives previously established for 2023 and determined that the corporate performance objectives for 2023 had been achieved at the 100% level. Following receipt and consideration of an executive compensation review study prepared by Compensia, the compensation committee approved cash bonuses for our named executive officers in April 2024. The cash bonuses awarded to Messrs. Jacobsen and Cancelmo were equal to 100% of their target bonus amounts, which were 35% of their 2023 base salaries. Accordingly, Messrs. Jacobsen and Cancelmo received bonus payments of $160,983 and $163,160, respectively. In recognition of Dr. Demopulos’ leadership role in the achievement of each of the corporate performance objectives in 2023, the compensation committee approved a cash bonus payment to Dr. Demopulos of $926,214, equal to 100% of his target bonus amount, which was 100% of his base salary. Mr. Borges, who was not yet a named executive officer, received a cash bonus award equal to 100% of his target bonus amount, which was 20% of his 2023 base salary, along with a performance award of $15,000 in recognition of his individual contributions in 2023 in support of our financing activities, resulting in an overall bonus payment to Mr. Borges of $68,993. With his promotion in April 2024, the bonus target for Mr. Borges was increased to 35% of base salary beginning with the 2024 performance period. During 2024, the compensation committee also established corporate objectives for the 2024 performance year including, among other identified goals, resubmission of our biologics license application for narsoplimab in TA-TMA, rapidly advancing our pipeline of earlier-stage complement inhibitors by completing key clinical milestones in our zaltenibart and OMS1029 programs, advancing development of our oncology, infectious disease and other discovery-stage programs, as well as strengthening our financial position and through completion of non-dilutive financing transactions. Equity Compensation Historically, we have not applied a specific formula to determine the size of the equity awards that are granted to our executive officers. Instead, the compensation committee has exercised its judgment, taking into consideration, among other things, Peer Group data compiled by Compensia as well as company performance, an evaluation of the expected and actual performance of each named executive officer, each named executive officer’s responsibilities, experience, skills and contributions, the cash compensation received by each named executive officer, relative internal pay equity and market conditions. The compensation committee generally also considers the existing equity holdings of each named executive officer, including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our objectives of retaining and incentivizing our executive officers. Based on these factors, the compensation committee, with data received from Compensia and, with respect to Messrs. Borges, Cancelmo and Jacobsen, input from the CEO, determines the size of each award at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term shareholder value. The compensation committee has historically granted equity awards to our named executive officers in the form of stock options, although it is authorized to grant other types of equity awards, including restricted stock and restricted stock units, and may do so in the future. The compensation committee grants stock option awards on an annual basis. In April 2024, the compensation committee granted stock option awards to our employees, including our named executive officers. In determining the size of the stock option awards for the named executive officers, the compensation committee considered their individual performance and corporate milestones achieved in 2023, discussed above, as well as internal equity and related factors. Mr. Borges was promoted in April 2024 and the compensation committee considered his expanded role when determining the size of his stock option award. Historically, stock option awards granted by our compensation committee in connection with annual performance reviews vest in equal monthly installments over a four-year period. The per share exercise price for our stock option awards is equal to the fair market value of our common stock on the date of grant. The fair market value is the closing public trading price of our common stock on the date of grant or, if the equity award is granted on a day when the trading market for our common stock is closed, the closing public trading price on the most recent trading day prior to the date of grant. The stock option awards granted to our named executive officers in April 2024 have an exercise price of $3.06 per share and vest in equal monthly installments over a four-year period commencing April 1, 2024. The stock option awards granted to our named executive officers in 2024 were as follows:

  29. EXECUTIVE COMPENSATION-SETTING PROCESS

    | Named Executive Officer | Number of Shares of Common Stock Underlying Stock Option Awards Granted in 2024 | | Gregory A. Demopulos, M.D. | 725,000 | | David J. Borges | 95,000 | | Peter B. Cancelmo, J.D. | 100,000 | | Michael A. Jacobsen | 100,000 |

  30. EXECUTIVE COMPENSATION-SETTING PROCESS

    Retirement and Other Benefits We have established a broad-based tax-qualified Section 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Under this plan, participants may elect to make pre-tax contributions, or post-tax contributions under a Roth option, of up to 100% of their current compensation, not to exceed the applicable statutory income tax limitation (which was $23,000 in 2024, or $30,500 if age 50 or older). We have an annual matching program based on salary deferral contributions made by participants in the plan. The company contribution is a match of the amount participants contribute to the plan, up to 4% of their eligible earnings or a maximum employer match of $4,000 per year. Participants must be employed with the company at December 31 of each year to be eligible for the matching contribution. The matching contribution vests at 25% per year beginning upon the participant’s initial employment at the company. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the Code), so that deferral contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Additional benefits received by our employees, including our named executive officers, consist of medical, dental and vision benefits, medical and dependent care flexible spending accounts, short- and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. These benefits are provided to our named executive officers on the same basis as to all of our full-time employees. Perquisites and Other Personal Benefits Historically, with the exception of parking expenses, we only have provided perquisites or other personal benefits to our CEO. Since 2020, we have paid the parking expenses at our headquarters facility for all Omeros employees. Pursuant to the terms of his employment agreement, we pay certain expenses incurred by our CEO, including his medical malpractice insurance premiums and practice fees so that he may continue to practice medicine. We believe that his ability to maintain his position as a practicing surgeon is beneficial to our corporate objectives including, for example, by providing him with insight in determining the strategic direction of the company as well as assisting in the establishment of relationships with key medical and other opinion leaders relevant to our drug programs and corporate strategies. We also pay for our CEO’s business-related information technology expenses and his parking expense at a separate location. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, however, we may provide such items in limited circumstances, such as when we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executives more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to significant perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee. Our named executive officers are not eligible to receive any tax “gross-ups” or other tax reimbursement payments. Employment Agreement and Post-Employment Compensation Except for our CEO, we do not have employment agreements with our named executive officers. For a summary of the material terms and conditions of the employment agreement with our CEO, see “Employment Agreement with Gregory A. Demopulos, M.D.” below. Our CEO’s current employment agreement, which was entered into in 2010, was deemed necessary by our compensation committee to provide a competitive compensation package to retain someone with his unique skill set and medical expertise. At the same time, the compensation committee was sensitive to the need to balance the market competitiveness with the financial limitations of a development-stage life sciences company. As part of his compensation package, the CEO’s employment agreement includes certain severance obligations and other provisions that apply in the event of termination of his employment under specified circumstances, including following a change in control of our company. The compensation committee determined that these provisions were necessary to induce our CEO to limit his medical practice in exchange for the uncertainty of a demanding position in the company and were developed based on negotiations with our CEO. The compensation committee believes that these protections continue to serve a retention purpose and help our CEO maintain his focus on his duty to maximize shareholder value if there is a potential transaction that could involve a change in control of our company. For a summary of these provisions, see “Potential Payments upon Termination or Change in Control” below. In addition, we provide all of our employees, including our named executive officers, with accelerated vesting benefits for their equity awards in the event of a change in control of the company. We have provided this benefit to encourage our employees to focus on their responsibilities and not be distracted by the potential effect of a change in control of our company on their employment status. For a summary of the material terms and conditions of these benefits, see “Potential Payments upon Termination or Change in Control” below.

  31. ADDITIONAL POLICIES AND PRACTICES

    ADDITIONAL POLICIES AND PRACTICES Hedging and Pledging Policies Our insider trading policy includes certain prohibitions on short sales, hedging and pledging of our securities. For a summary of these prohibitions, see “Corporate Governance—Insider Trading Policy.” Compensation Clawback Policy Our compensation clawback policy provides for the recovery of excess incentive-based compensation paid to current and former executive officers in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws. For a description of this policy, see “Corporate Governance—Compensation Clawback Policy.” Equity Award Grant Timing Practices While we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee has endeavored to grant such awards on a consistent annual schedule, with retroactive vesting of awards beginning on April 1 of the year of grant. The compensation committee or our CEO may also grant equity awards at other times of the year, for example, in connection with new hires and promotions. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

  32. TAX AND ACCOUNTING CONSIDERATIONS

    TAX AND ACCOUNTING CONSIDERATIONS Deductibility of Executive Compensation As described above, the compensation committee believes that its primary responsibility is to provide a compensation program that enables us to attract, retain and motivate highly qualified and talented executive officers. Accordingly, while the compensation committee considers all cost elements of our executive compensation program, the compensation committee may, in its judgment, authorize compensation payments that exceed the $1.0 million limit on deductible compensation under Section 162(m) of the Code when it believes that such payments are appropriate to attract, retain and reward executive talent and to promote our corporate objectives. Taxation of “Parachute” Payments and Deferred Compensation Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our company that exceeds certain prescribed limits, and that our company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We are not obligated to provide any named executive officer with a “gross-up” or other reimbursement payment for any tax liability that may become payable as a result of the application of Sections 280G or 4999. Section 409A of the Code imposes significant additional taxes if an executive officer, director or service provider receives “deferred compensation” that does not satisfy the restrictive conditions of the provision. Although we did not have a traditional nonqualified deferred compensation plan in place for our executive officers during 2024, Section 409A applies to certain equity awards and severance arrangements. We believe that we have structured our equity awards in a manner intended to comply with the applicable Section 409A conditions. Accounting for Stock-Based Compensation We follow FASB ASC Topic 718, Compensation — Stock Compensation, for our stock-based compensation awards. FASB ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

  33. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board | 2024 | 960,947 | 926,214 | 1,851,743 | 25,247 | 3,764,151 | | | 2023 | 917,308 | 5,024,179 | 1,724,564 | 23,792 | 7,689,843 | | | 2022 | 882,027 | 890,000 | 1,934,052 | 22,607 | 3,728,686 | | David J. Borges (4) Vice President, Finance, Chief Accounting Officer and Treasurer | 2024 | 311,841 | 68,993 | 242,642 | 4,431 | 627,907 | | Peter B. Cancelmo, J.D. Vice President, General Counsel and Secretary | 2024 | 483,653 | 163,160 | 255,413 | 4,668 | 906,894 | | | 2023 | 456,548 | 147,550 | 241,198 | 7,337 | 852,633 | | | 2022 | 417,960 | 77,760 | 238,037 | 7,516 | 741,273 | | Michael A. Jacobson (4) Former Vice President, Finance, Chief Accounting Officer and Treasurer | 2024 | 275,401 | 160,983 | 255,413 | 4,246 | 696,043 | | | 2023 | 454,475 | 151,127 | 241,198 | 7,169 | 853,969 | | | 2022 | 429,936 | 81,120 | 252,914 | 7,541 | 771,511 |

  34. EQUITY ACCELERATION UPON A CHANGE IN CONTROL

    | Year | Summary Compensation Table Total for CEO ($)(1)(2) | Compensation Actually Paid to CEO ($)(1)(3)(4) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(1)(2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(1)(3)(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR) ($)(5) | Net Income (Loss) ($) | | 2024 | 3,764,151 | 12,367,163 | 743,615 | 1,756,182 | 153.65 | (156,815,000) | | 2023 | 7,689,843 | 8,692,540 | 853,301 | 989,547 | 50.86 | (117,813,000) | | 2022 | 3,728,686 | 1,333,430 | 756,392 | 422,578 | 35.15 | 47,417,000 |

  35. EQUITY ACCELERATION UPON A CHANGE IN CONTROL

    | (4) Fair value or change in fair value, as applicable, of option awards in the “Compensation Actually Paid” columns was determined by reference to a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing public trading price of our common stock on the applicable revaluation date as the current market price and with an expected life set equal to the original expected life determined at grant, reduced by the amount of time elapsed from the grant date to the revaluation date, and in all cases based on volatility and risk-free interest rates determined as of the revaluation date based on the remaining expected life and based on an expected dividend rate of 0%. In addition, the risk-free interest rates are based on the quarter-to-date average for the applicable U.S. Treasury yield as of the revaluation date. For additional information on the assumptions used to calculate the valuation of the awards, see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the applicable year. |

  36. EQUITY ACCELERATION UPON A CHANGE IN CONTROL

    | Name and Principal Position | Year | Realized Salary ($) | Realized Bonus ($) | Realized Option Awards ($)(1) | Realizable Option Awards ($)(2) | All Other Compensation ($)(3) | Total Realizable Pay ($) | | Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board | 2024 | 960,947 | 926,214 | — | 3,031,481 | 25,247 | 4,943,889 | | | 2023 | 917,308 | 5,024,179 | — | 39,325 | 23,792 | 6,004,604 | | | 2022 | 882,027 | 890,000 | — | — | 22,607 | 1,794,634 | | David J. Borges (4) Vice President, Finance, Chief Accounting Officer and Treasurer | 2024 | 311,841 | 68,993 | — | 181,106 | 4,431 | 566,371 | | Peter B. Cancelmo, J.D. Vice President, General Counsel and Secretary | 2024 | 483,653 | 163,160 | — | 406,169 | 4,668 | 1,057,650 | | | 2023 | 456,548 | 147,550 | — | 5,500 | 7,337 | 616,935 | | | 2022 | 417,960 | 77,760 | — | — | 7,516 | 503,236 | | Michael A. Jacobsen (4) Former Vice President, Finance, Chief Accounting Officer and Treasurer | 2024 | 275,401 | 160,983 | — | 413,606 | 4,246 | 854,236 | | | 2023 | 454,475 | 151,127 | — | 5,500 | 7,169 | 618,271 | | | 2022 | 429,936 | 81,120 | — | — | 7,541 | 518,597 |