Gregory A. Demopulos, M.D.
OMEROSAbout Gregory A. Demopulos, M.D.
Founder of Omeros Corporation; President, Chief Executive Officer, and Chairman since June 1994; age 66; prior interim CFO/Treasurer (2009–2013) and Chief Medical Officer (1994–2010). Education: M.D. and B.S. from Stanford University; residency in orthopedic surgery at Stanford and fellowship in hand/microvascular surgery at Duke; inventor on 62 U.S. patents and >1,000 foreign patents; Prix Galien Canada Research Award (2019) . Recent performance context: TSR value of a $100 investment rose to $153.65 in 2024 (from $35.15 in 2022 and $50.86 in 2023), while net losses were $156.8M in 2024 and $117.8M in 2023 (net income $47.4M in 2022) . Strategic progress: FDA accepted resubmission of narsoplimab BLA (TA-TMA) with PDUFA target date September 25, 2025; zaltenibart advanced to Phase 3 in PNH; OMS527 Phase 1b funding confirmed; expanded OMIDRIA royalty monetization and reduced convertibles via discounted repurchase .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omeros Corporation | Interim CFO & Treasurer | 2009–2013 | Maintained finance leadership during transition; oversight of capital markets and treasury . |
| Omeros Corporation | Chief Medical Officer | 1994–2010 | Led clinical development and trial design across pipeline programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smead Funds Trust | Board of Trustees | Current | Investment oversight for mutual fund complex registered under the 1940 Act . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 882,027 | 917,308 | 960,947 |
| Adjusted Base Rate (effective Apr 1, 2024) ($) | — | — | 972,525 |
| Annual Bonus Structure | Target % of Salary | Actual Bonus Paid ($) | Basis |
|---|---|---|---|
| CEO (paid in 2024 for 2023 performance) | 100% | 926,214 | Board determined 2023 corporate objectives achieved at 100% . |
Notes:
- No tax gross-ups for named executive officers .
- Perquisites limited; CEO receives malpractice insurance/practice fees, IT, and parking; $20,799 in 2024 .
Performance Compensation
Annual bonus program emphasizes qualitative corporate objectives appropriate for a clinical-stage enterprise; committee clarified a 150% cap on payouts going forward .
| Metric/Objective (2023 cycle, paid 2024) | Target | Actual | CEO Payout | Vesting/Timing |
|---|---|---|---|---|
| Narsoplimab TA-TMA BLA resubmission plan and statistical protocol alignment | Achieve submission plan alignment with FDA | Achieved; 100% corporate goals | 100% of target ($926,214) | Annual cash bonus paid Apr 2024 . |
| ARTEMIS-IgAN interim analysis/proteinuria readout | Complete interim analysis and readout | Achieved; included in 100% assessment | Included above | Annual cash bonus . |
| Advance earlier-stage complement programs (OMS906/OMS1029) | Key milestones | Achieved; included | Included above | Annual cash bonus . |
| Progress oncology/infectious disease discovery IP | Build/advance IP | Achieved; included | Included above | Annual cash bonus . |
| Strengthen balance sheet via non-dilutive financing | Execute transactions | Achieved; included | Included above | Annual cash bonus . |
Equity incentives are time-based stock options; 2024 grants vest monthly over four years starting April 1, 2024; exercise price equals grant date close .
| Option Grants (2024) | Grant Date | Shares | Exercise Price ($/sh) | Vesting |
|---|---|---|---|---|
| CEO | 04/25/2024 | 725,000 | 3.06 | Equal monthly over 4 years from 04/01/2024 . |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 6,133,860 (9.8% of 58,592,713 outstanding) . |
| Exercisable stock options (within 60 days of May 23, 2025) | 4,106,874 . |
| Hedging/derivatives | Prohibited; no publicly traded options/derivatives allowed for insiders . |
| Pledging/margin | Prohibited absent preclearance and board/audit approval; margin account restrictions enforced . |
| Clawback | Effective Oct 2, 2023; recovery of excess incentive-based comp for restatements (3-year lookback) . |
Outstanding equity awards (12/31/2024):
| Grant (CEO) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Start |
|---|---|---|---|---|---|
| 2015 grant | 400,000 | — | 10.27 | 02/19/2026 | 04/01/2015; monthly over 4 years . |
| 2016 grant | 400,000 | — | 10.56 | 12/05/2026 | 04/01/2016; monthly over 4 years . |
| 2017 grant | 375,000 | — | 11.55 | 02/26/2027 | 02/26/2017; monthly over 4 years . |
| 2018 grant | 350,000 | — | 13.58 | 04/08/2028 | 04/01/2018; monthly over 4 years . |
| 2019 grant | 425,000 | — | 13.45 | 02/08/2029 | 02/08/2019; monthly over 4 years . |
| 2020 grant | 450,000 | — | 11.91 | 03/01/2030 | 03/01/2020; monthly over 4 years . |
| 2021 grant | 504,167 | 45,833 | 14.99 | 07/02/2031 | 04/01/2021; monthly over 4 years . |
| 2022 grant | 433,333 | 216,667 | 3.93 | 09/21/2032 | 04/01/2022; monthly over 4 years . |
| 2023 grant | 297,917 | 417,083 | 2.94 | 09/22/2033 | 04/01/2023; monthly over 4 years . |
| 2024 grant | 120,833 | 604,167 | 3.06 | 04/25/2034 | 04/01/2024; monthly over 4 years . |
Change-in-control in-the-money acceleration value (12/31/2024 price $9.88): $8,304,144 for CEO if awards not assumed or upon qualifying termination within 12 months of CoC .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Dated April 7, 2010; CEO is at-will; base salary not reducible without consent; equity participation comparable to peer CEOs per committee judgment . |
| Severance (no cause / good reason) | Up to 2 years of base salary (pre-reduction rate if triggering event is a salary cut) plus greater of average prior two-year bonus or board-determined current-year bonus; health plan participation up to 2 years; immediate vesting of all unvested options and restricted shares; options remain exercisable through maximum term . |
| Good reason | Material diminution of authority/duties; material salary reduction; relocation >50 miles; material breach by company; 30-day cure period for company . |
| Example at 12/31/2024 | Salary $972,525 and bonus $975,196 for up to 2 years; option awards automatic vesting value $8,304,144 at $9.88 stock price; estimated health benefits $25,312 . |
| Non-compete & non-solicit | Prohibitions during employment and up to 2 years post-termination on competing activities, employee solicitation, and customer diversion . |
Equity acceleration on change-in-control (all NEOs): full vesting if awards not assumed; or if terminated without cause/constructive termination within 12 months post-CoC; CEO value $8,304,144; other NEO values disclosed .
Board Governance
- Roles: Combined Chairman and CEO; lead independent director (Thomas J. Cable) provides counterbalance through executive sessions, liaison duties, and coordination of non-management directors .
- Independence: Board determined Gregory A. Demopulos and Peter A. Demopulos are not independent; other directors meet Nasdaq/SEC independence .
- Committee memberships: CEO serves on no board committees; independent directors chair Audit (Hanish), Compensation (Cable), Nominating & Governance (Perkinson), Scientific (Bumol) .
- Attendance: Board met five times in 2024; except for Dr. Shah, no director attended fewer than 75% of aggregate board/committee meetings, indicating at least 75% attendance for CEO .
- Dual-role implications: Board explicitly evaluated and prefers combined CEO/Chair model with a separate Lead Independent Director for unified leadership and strategic execution while maintaining oversight structures .
Director Compensation (Context)
Non-employee directors receive cash retainers ($50,000 base; committee/lead fees tiered) and annual option grants (initial 30,000; annual 15,000) with market-priced exercise and time-based vesting; details for 2024 disclosed; CEO does not receive separate director compensation as an employee director .
Compensation Peer Group (Benchmarking)
Peer group used in 2024 decisions (developed with Compensia): Aclaris Therapeutics; Agios Pharmaceuticals; Arcus Biosciences; bluebird bio; Coherus BioSciences; Collegium Pharmaceutical; Enanta Pharmaceuticals; Esperion Therapeutics; Ironwood Pharmaceuticals; Karyopharm Therapeutics; Mersana Therapeutics; Pacira BioSciences; Vanda Pharmaceuticals .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Approval % |
|---|---|---|---|---|
| 2024 (vote details) | 15,849,545 | 6,977,695 | 468,294 | 69% (committee’s interpretation) |
| 2023 (committee-reported) | — | — | — | 89% |
Committee engaged shareholders post-2024 vote; feedback attributed lower support to a one-time $4,000,000 discretionary special bonus paid to the CEO in 2023; committee clarified bonus caps and maintained overall philosophy consistent with prior high-support years .
Performance & Track Record
- Regulatory execution: FDA accepted narsoplimab BLA resubmission with PDUFA Sept 25, 2025; independent analyses showed ~3x survival improvement vs external control; program alignment on endpoints/statistics .
- Pipeline advancement: Zaltenibart reported Phase 2 PNH data supporting Phase 3 initiation; C3G Phase 2 enrolling; oncology program (OncotoX-AML) generating promising preclinical data .
- Capital strategy: Expanded OMIDRIA U.S. royalty monetization for $115.5M plus potential milestones; repurchased 55% of 2026 converts at 74.75% of par, recognizing $51M in extinguishment gains, while retaining capped call value .
Related Party Transactions
Technology transfer agreements with Gregory A. Demopulos regarding early PharmacoSurgery and Chondroprotective IP (inactive program); rights allow repurchase only in liquidation scenarios; standard indemnification agreements for directors/officers .
Risk Indicators & Red Flags
- Combined CEO/Chair and familial relationship on board (Peter A. Demopulos, M.D., brother) may raise independence concerns; mitigated by Lead Independent Director and independent committees .
- 2023 discretionary special CEO bonus ($4,000,000) contributed to lower 2024 say-on-pay support; committee does not expect similar discretionary awards going forward .
- Insider trading policy restricts hedging, pledging, margin accounts, and mandates preclearance/blackouts; 10b5-1 plans permitted under strict conditions—reduces opportunistic trading risk but may enable scheduled selling near material events if properly adopted .
- Change-in-control accelerates full vesting if awards are not assumed or upon qualifying termination post-CoC—$8.3M of in-the-money options would accelerate at 12/31/2024 price, potentially creating saleable liquidity if control changes .
Pay vs Performance (Disclosure Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO “Compensation Actually Paid” ($) | 1,333,430 | 8,692,540 | 12,367,163 |
| Avg NEO “Compensation Actually Paid” ($) | 422,578 | 989,547 | 1,756,182 |
| TSR – $100 Initial Investment (Value) ($) | 35.15 | 50.86 | 153.65 |
| Net Income (Loss) ($) | 47,417,000 | (117,813,000) | (156,815,000) |
Board Service History & Committee Roles of Gregory A. Demopulos, M.D.
- Director since 1994; Chairman throughout; no board committee memberships (CEO role) .
- Independence: Not independent; board includes a Lead Independent Director and independent audit/compensation/governance committees to counterbalance dual roles .
- Attendance: At least 75% of meetings in 2024 (all directors except Dr. Shah met the 75% threshold) .
- Dual-role implications: Board rationale favors unified leadership with lead independent oversight; investors should note potential concentration of authority and mitigations in place .
Investment Implications
- Alignment: High personal ownership (9.8%) and extensive option holdings tie CEO wealth to equity outcomes; strict no-hedging/pledging policy strengthens alignment .
- Retention economics: Robust severance (two years salary+bonus, full vesting) and CoC acceleration ($8.3M at year-end 2024 price) reduce departure risk but may be viewed as generous; monitor shareholder sentiment on pay practices .
- Incentive design: Qualitative bonus metrics fit clinical-stage risk profile; committee signaled evolution toward more quantitative goals as commercialization nears; watch PDUFA outcome timing vs scheduled 10b5-1 plans and monthly vesting cadence for selling pressure .
- Governance risk: Combined Chair/CEO and sibling on board warrant scrutiny; presence of lead independent director and independent committees partially mitigates, but independence optics remain a consideration .
- Shareholder stance: 69% say-on-pay in 2024 following 2023 special bonus; committee responded with cap clarification and engagement—track 2025 vote and any changes to option-centric equity mix .