Leroy E. Hood, M.D., Ph.D.
OMEROSAbout Leroy E. Hood, M.D., Ph.D.
Leroy E. Hood (age 86) is an independent director of Omeros, serving since March 2001. He is Chief Strategy Officer and professor at the Institute for Systems Biology, which he co‑founded and led as its first president through December 2017; he is also founding CEO of Phenome Health. Dr. Hood previously served as SVP and Chief Science Officer of Providence St. Joseph Health (2016–2021); he co‑founded Amgen, Applied Biosystems, Darwin Molecular Technologies, Rosetta Inpharmatics, and SyStemix, is a member of the National Academies (Sciences, Engineering, Medicine), has published >850 peer‑reviewed articles, holds >30 patents, and earned his Ph.D./B.S. from Caltech and M.D. from Johns Hopkins School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute for Systems Biology | Co‑founder; President; Chief Strategy Officer & Professor | Co‑founded 2000; President through Dec 2017; current CSO/Professor | Led systems biology programs; strategic scientific leadership |
| Providence St. Joseph Health | SVP & Chief Science Officer | 2016–2021 | Scientific leadership across multi‑state health system |
| University of Washington | Founder & Chair, Dept. of Molecular Biotechnology | Not specified | Built foundational academic biotech department |
| Phenome Health | Founding Chief Executive Officer | Not specified | Non‑profit focused on phenomics for health assessment |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Institute for Systems Biology | Chief Strategy Officer & Professor | No (non‑profit) | Co‑founder; ongoing leadership |
| Phenome Health | Founding CEO | No (non‑profit) | Health phenomics mission |
| Co‑founded companies (Amgen, Applied Biosystems, Darwin Molecular, Rosetta Inpharmatics, SyStemix) | Founder/Co‑founder | Various | Co‑founder credentials; current board service at public companies not disclosed for Hood |
Board Governance
- Independence: The board determined Dr. Hood meets Nasdaq and SEC independence requirements .
- Board tenure and class: Class III director; term expires at 2027 Annual Meeting .
- Committee memberships: Compensation, Nominating & Governance, and Scientific committees (member) .
- Committee chairs (context): Audit—Arnold C. Hanish (chair) ; Compensation—Thomas J. Cable (chair) ; Scientific—Thomas F. Bumol (chair) . Nominating & Governance member list includes Hood; chair references vary in document sections, but Cable is disclosed as N&G chair since 2009 .
- Meeting cadence and attendance: Board met 5 times in 2024; except Dr. Shah, no director attended <75% of combined board and committee meetings—implies Hood ≥75% attendance . Audit met 5 times; Compensation met once; Nominating & Governance met once (2024) .
- Lead Independent Director structure: Cable serves as lead independent director with responsibilities for executive sessions and liaison functions .
- Risk oversight: Audit oversees financial reporting and cybersecurity; Compensation oversees incentive risk; N&G oversees governance policies and succession .
- Policies signaling alignment: Hedging prohibited; pledging restricted with board/audit committee preclearance; compensation clawback policy effective Oct 2, 2023 for incentive‑based compensation tied to financial reporting measures (3‑year lookback, misconduct not required) .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual (Hood) |
|---|---|---|
| Annual cash retainer | $50,000 per non‑employee director | $67,500 cash fees (retainer + committee fees) |
| Committee fees (member) | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; Scientific $5,000; Chairs: Audit $20,000; Compensation $15,000; N&G $10,000; Scientific $10,000 | Member of Compensation ($7,500), N&G ($5,000), Scientific ($5,000) totaling $17,500; plus $50,000 retainer = $67,500 |
| Lead Independent Director retainer | $25,000 (applicable to Lead Independent Director) | Not applicable to Hood |
Performance Compensation
| Equity Award Type | Grant Policy | Vesting | 2024 Value | Notes |
|---|---|---|---|---|
| Annual non‑employee director option | 15,000 options each annual meeting after ≥6 months service | Vests in full the day prior to next annual meeting | $49,073 grant‑date fair value (ASC 718) | Exercise price = closing price on grant date |
| Initial board option (on appointment) | 30,000 options | Vests in equal annual installments over 3 years | — | Applies at initial appointment only |
Detailed Award History (Form 4)
| Transaction Date | Filing Date | Type | Security | Quantity | Exercise Price ($/sh) | Post‑Txn Ownership (options) | Source |
|---|---|---|---|---|---|---|---|
| 2025‑06‑27 | 2025‑07‑01 | Award (Stock Option) | Stock Option (Right to Buy) | 15,000 | 3.20 | 15,000 | |
| 2024‑06‑06 | 2024‑06‑07 | Award (Stock Option) | Stock Option (Right to Buy) | 15,000 | 3.91 | 15,000 | |
| 2023‑06‑23 | 2023‑06‑27 | Award (Stock Option) | Stock Option (Right to Buy) | 15,000 | 5.49 | 15,000 |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; grants are time‑based options per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Dr. Hood in Omeros 2025 proxy |
| Committee interlocks | Compensation Committee members (Cable, Hood, Shah) had no relationships requiring related‑person disclosure; no executive officers served on boards/comp committees of entities with reciprocal appointments |
| Family relationships on board | Peter A. Demopulos is brother of CEO Gregory A. Demopulos (contextual governance consideration; not related to Hood) |
Expertise & Qualifications
- Scientific leadership in drug discovery/development; extensive founding experience across biotech/pharma; National Academies memberships; >850 publications; >30 patents; awards include National Medal of Science, Lasker Award, Kyoto Prize .
- Medical and academic credentials: M.D. (Johns Hopkins), Ph.D./B.S. (Caltech) .
Equity Ownership
| Holder | Exercisable Stock Options | Beneficially Owned Shares | Percent of Class |
|---|---|---|---|
| Leroy E. Hood, M.D., Ph.D. | 92,500 | 166,890 | <1% |
Beneficial ownership computed on 58,592,713 shares outstanding as of May 23, 2025; options include those exercisable within 60 days .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting (June 27, 2025) | Advisory vote on exec compensation | 15,086,368 | 1,856,643 | 615,511 | 25,167,461 |
| 2024 Annual Meeting (context) | Advisory vote support level | 69% of votes cast in favor (decline vs. 89% in 2023; committee attributed to a one‑time special CEO bonus; clarified bonus cap at 150% of target going forward) |
Insider Trades (Director Hood)
- Annual option grants consistent with director policy; no open‑market purchases/sales disclosed in 2023–2025 for Hood via Form 4. See Performance Compensation table for details and SEC URLs [insider trades table above].
Governance Assessment
- Strengths: Independent status; deep scientific expertise aligned with Omeros’ R&D focus; active roles on Compensation, Nominating & Governance, and Scientific committees; ≥75% attendance; robust policies on hedging/pledging and an SEC‑compliant clawback policy; independent compensation consultant with no conflicts .
- Alignment: Director compensation mix favors time‑based stock options with annual cash retainer and committee fees; Hood’s 2024 cash fees ($67,500) and option grant value ($49,073) align precisely with policy and committee memberships—indicating consistent application and skin‑in‑the‑game via options .
- Signals: Compensation Committee met only once in 2024, which may limit oversight cadence on pay‑for‑performance and evolving practices; however, shareholder feedback from 2024 say‑on‑pay led to explicit bonus caps—suggesting responsiveness by the committee where Hood serves .
- Potential red flags: None disclosed specific to Hood (no related‑party transactions, no pledging/hedging activity disclosed, no interlocks). Broader board considerations include family relationship between CEO and director Peter A. Demopulos and relatively low annual meeting attendance (2 of 8 directors attended in 2024), though these do not implicate Hood directly .
Overall, Dr. Hood’s governance profile supports investor confidence through independence, consistent attendance, and committee engagement, with compensation aligned to long‑term equity via options and no identified conflicts or related‑party exposures .