Arnold C. Hanish
OMEROSAbout Arnold C. Hanish
Arnold C. Hanish, age 77, is a long-tenured independent director of Omeros, serving since 2012; he is designated as an audit committee financial expert and has deep public company accounting experience, including as former VP & Chief Accounting Officer at Eli Lilly . He is currently nominated for re‑election as a Class I director at the 2025 Annual Meeting, with the term to 2028 if elected , and the board has affirmatively determined his independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Vice President & Chief Accounting Officer | 1994–Dec 2012 | Senior financial leadership; SEC reporting oversight |
| Eli Lilly and Company | Senior financial positions (prior to CAO) | Pre‑1994 | Accounting, finance leadership |
| Arthur Young & Company (Ernst & Young) | Various positions | ~14 years | Public accounting experience |
| PCAOB Standing Advisory Group | Member | 2004–2008; 2011–2012 | Standard‑setting advisory; audit oversight insights |
| FEI—Committee on Corporate Reporting | Chairperson | 2007–2010 | Led corporate reporting practices; governance influence |
| Deloitte & Touche Audit Quality Review Council | Member | 2013–2023 | Audit quality oversight; independent review |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Salarius Pharmaceuticals, Inc. | Director | Current | Public biotech board; oncology focus |
| Financial Executives International | Hall of Fame Inductee | 2016 | Recognition for finance leadership |
| University of Cincinnati | B.A., Accounting | — | Certified Public Accountant (CPA) |
Board Governance
- Committee assignments: Audit Committee member; designated audit committee financial expert .
- Audit Committee chair: The committee roster lists Rajiv Shah, M.D. as chair; Hanish is a member marked as financial expert (note: his biography states he “has served … as chair of our audit committee since September 2012,” suggesting historical chair tenure; current chair appears to be Dr. Shah) .
- Independence: Board determined Hanish is independent under Nasdaq and SEC rules .
- Attendance: Board held 5 meetings in 2024; other than Dr. Shah, no director attended fewer than 75% of aggregate board and committee meetings—Hanish met the ≥75% threshold .
- Risk oversight: Audit Committee met five times in 2024; responsibilities include financial reporting integrity, internal controls, cybersecurity oversight, and pre‑approval/review of related‑party transactions .
- Term/tenure: Director since 2012; Class I term expires 2025; nominated to serve through 2028 if elected .
Fixed Compensation
| Year | Fees Earned (Cash) | Option Awards (Grant‑Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $70,000 | $49,073 | $119,073 |
- Policy: Non‑employee director annual cash retainer $50,000; committee member fees per year—Audit $10,000, Compensation $7,500, Nominating & Governance $5,000, Scientific $5,000; committee chair fees—Audit $20,000, Compensation $15,000, N&G $10,000, Scientific $10,000; Lead Independent Director retainer $25,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|
| Annual non‑employee director option | 2025‑06‑27 | 15,000 | $3.20 | Annual grants vest in full on day prior to next Annual Meeting | |
| Annual non‑employee director option | 2024‑06‑06 | 15,000 | $3.91 | Annual grants vest in full on day prior to next Annual Meeting | |
| Annual non‑employee director option | 2023‑06‑23 | 15,000 | $5.49 | Annual grants vest in full on day prior to next Annual Meeting |
- Initial board appointment grants: 30,000 options vest in equal annual installments over three years; director option exercise price equals closing public trading price on grant date .
- No disclosed performance metrics (e.g., TSR, EBITDA) tied to director equity; awards are time‑based under the director policy .
Other Directorships & Interlocks
| Company/Entity | Relationship to Omeros (supplier/customer/competitor) | Interlock/Conflict Indicator |
|---|---|---|
| Salarius Pharmaceuticals, Inc. | Not disclosed as supplier/customer/competitor | No related‑party transactions disclosed involving Hanish; related‑party review overseen by Audit Committee |
- Related‑party transactions summary: Technology transfer agreements involve the CEO; no mention of transactions involving Hanish; company policy requires Audit Committee approval for transactions >$120k involving insiders/family .
Expertise & Qualifications
- Certified Public Accountant; B.A. in Accounting from University of Cincinnati .
- Extensive SEC reporting and public company finance experience (Eli Lilly CAO; senior finance roles) .
- Recognized audit and reporting expertise: PCAOB SAG member; Chair of FEI’s Committee on Corporate Reporting; FEI Hall of Fame; Deloitte Audit Quality Review Council member .
- Designated as the company’s audit committee financial expert per SEC rules .
Equity Ownership
| As‑of Date | Exercisable Stock Options | Total Beneficial Ownership (incl. options) | Percent of Class | Derived Direct Common Shares (Total minus exercisable options) |
|---|---|---|---|---|
| 2025‑05‑23 | 92,500 | 104,900 | <1% | 12,400 (derived from ) |
| 2024‑12‑31 | — | — | — | Held options to purchase 97,500 shares (outstanding) |
- Beneficial ownership computed per SEC rules; applicable percentage based on 58,592,713 shares outstanding at May 23, 2025 .
- Hedging is prohibited; pledging is prohibited absent preclearance and board/Audit Committee approval .
Insider Trading Activity (Form 4 Summary)
| Filing Date | Transaction Date | Type | Shares/Options Transacted | Price | Security | Post‑Txn Securities Owned | Link |
|---|---|---|---|---|---|---|---|
| 2025‑07‑01 | 2025‑06‑27 | Award (A) | 15,000 | $3.20 | Stock Option (Right to Buy) | 15,000 | |
| 2024‑06‑07 | 2024‑06‑06 | Award (A) | 15,000 | $3.91 | Stock Option (Right to Buy) | 15,000 | |
| 2023‑06‑27 | 2023‑06‑23 | Award (A) | 15,000 | $5.49 | Stock Option (Right to Buy) | 15,000 | |
| 2023‑05‑23 | 2023‑05‑22 | Exercise (M, exempt) | 5,000 | $5.30 | Common Stock | 5,000 | |
| 2023‑05‑23 | 2023‑05‑22 | Sale (S) | 5,000 | $6.46 | Common Stock | 0 | |
| 2023‑05‑23 | 2023‑05‑22 | Exercise (M, exempt) | 5,000 | $5.30 | Stock Option (Right to Buy) | 0 |
Governance Assessment
- Independence and financial expertise: Hanish is independent and designated as an audit committee financial expert—positive for investor confidence in financial oversight and controls .
- Engagement: Audit Committee met five times in 2024; all directors except Dr. Shah met ≥75% attendance across board/committee meetings, indicating adequate engagement by Hanish .
- Compensation alignment: Director pay is modest, with equity delivered via annual time‑based options (15,000 per year) at market exercise prices—aligns incentives but lacks explicit performance metrics; cash fees for Hanish totaled $70,000 in 2024 .
- Trading policies: Hedging banned; pledging restricted requiring pre‑approval—reduces misalignment risk and collateralization red flags .
- Conflicts/related parties: No related‑party transactions disclosed involving Hanish; Audit Committee (where he serves) pre‑approves and monitors any such transactions .
- Structural notes: Biography states Hanish “has served … as chair of our audit committee since September 2012,” while current committee roster lists Rajiv Shah as chair—suggests a recent chair transition; clarity on timing would be helpful for governance disclosure consistency .
- Board practices: No director term limits; board diversity efforts and succession planning are active; only 2 of 8 directors attended the 2024 annual meeting (attendance not required)—limited annual meeting participation could be viewed as a minor optics issue .
RED FLAGS: None material disclosed specific to Hanish (no pledging, no related‑party transactions, attendance ≥75%, independent). Disclosure inconsistency on current Audit Committee chair warrants confirmation but is not, by itself, a conflict .
Notes and References
- Director compensation policy details and 2024 director compensation table .
- Beneficial ownership table as of May 23, 2025 .
- Corporate governance, independence determinations, board/committee attendance .
- Audit Committee composition, responsibilities, meeting count, financial expert designation .
- Director biography and external roles/qualifications .
- Related‑party transaction policy and summary .
- Election/term details for 2025 nominees .
- Hedging/pledging and clawback policy (clawback applies to executives) .