Peter B. Cancelmo, J.D.
OMEROSAbout Peter B. Cancelmo, J.D.
Vice President, General Counsel and Secretary of Omeros; named executive officer through 2022–2024 compensation disclosures . Company performance context during his tenure: total shareholder return (TSR) rose from 35.15 (value of $100 invested) in 2022 to 50.86 in 2023 and 153.65 in 2024, while net income was $47.4M (2022), $(117.8)M (2023), and $(156.8)M (2024) . Shareholder say‑on‑pay support stood at 88.9% in 2023 and declined to 69% in 2024, with the compensation committee attributing the drop mainly to a one‑time CEO special bonus in 2023 and instituting a 150% cap on annual bonus payouts thereafter .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $417,960 | $456,548 | $483,653 |
| Target Bonus % | 30% | 35% | — (not disclosed) |
| Actual Bonus Paid ($) | $77,760 (for 2021 performance) | $147,550 (for 2022 performance) | $163,160 (for 2023 performance) |
Performance Compensation
Annual Bonus Program – Metrics and Payouts
Omeros uses qualitative corporate objectives (e.g., narsoplimab regulatory progress, pipeline milestones in OMS906/OMS1029/zaltenibart, financing) to determine NEO bonus outcomes; the committee confirmed 2022 objectives achieved at 115% and 2023 objectives at 100% .
| Dimension | 2022 Performance (paid in 2023) | 2023 Performance (paid in 2024) |
|---|---|---|
| Metric framework | Qualitative corporate objectives (regulatory, clinical, financing) | Qualitative corporate objectives (BLA resubmission, pipeline milestones, financing) |
| Target | 100% | 100% |
| Actual | 115% | 100% |
| Payout driver | Board determined objectives achieved above plan given challenging environment | Board determined objectives achieved at plan |
| Bonus cap policy | Not explicitly capped in 2022; 150% cap added following 2024 shareholder feedback | 150% cap adopted going forward |
Equity Options – Grants and Vesting
| Grant Attribute | 2023 Grant | 2024 Grant |
|---|---|---|
| Grant date | Sep 22, 2023 | Apr 25, 2024 |
| Shares | 100,000 | 100,000 |
| Exercise price | $2.94 | $3.06 |
| Vesting | Equal monthly over 4 years from Apr 1, 2023 | Equal monthly over 4 years from Apr 1, 2024 |
| Fair value at grant ($) | $241,198 | $255,413 |
Equity Ownership & Alignment
Beneficial Ownership (Common Stock and Options)
| Snapshot Date | Exercisable Options (within 60 days) | Total Beneficially Owned Shares | % of Class |
|---|---|---|---|
| Apr 18, 2024 | 239,791 | 239,991 | <1% |
| May 23, 2025 | 337,500 | 337,700 | <1% |
• Hedging prohibited; pledging prohibited absent preclearance (no pledging disclosure for Cancelmo; a CEO pledging exception was board‑approved) .
• Compensation clawback policy effective October 2, 2023 for incentive pay tied to financial reporting measures .
Outstanding Options (Illustrative Breakdown as of Dec 31, 2024)
Selected awards held and their status (see full table for all grants):
- 20,000 @ $11.85 exp. 01/02/2029, fully exercisable
- 20,000 @ $16.63 exp. 06/10/2029, fully exercisable
- 50,000 @ $11.91 exp. 03/01/2030, fully exercisable
- 20,000 @ $10.22 exp. 10/26/2030, fully exercisable
- 68,750 exercisable / 6,250 unexercisable @ $14.99 exp. 07/02/2031
- 53,333 exercisable / 26,667 unexercisable @ $3.93 exp. 09/21/2032
- 41,667 exercisable / 58,333 unexercisable @ $2.94 exp. 09/22/2033
- 16,667 exercisable / 83,333 unexercisable @ $3.06 exp. 04/25/2034
Change‑in‑Control Economics (as of Dec 31, 2024)
If options are not assumed by a successor OR if terminated without cause/constructive termination within 12 months post‑CIC, Cancelmo’s option acceleration intrinsic value would be $1,131,831 under each scenario (calculated using $9.88 share price at 12/31/2024) . Plans accelerate unassumed awards immediately prior to CIC; double‑trigger acceleration applies if terminated within 12 months post‑CIC .
Employment Terms
| Term | Status |
|---|---|
| Employment agreement | None for named executive officers other than CEO; Cancelmo has no individual employment agreement |
| Severance | No individual severance disclosed; equity acceleration governed by 2008/2017 equity plans per CIC conditions |
| Non‑compete / non‑solicit | Not disclosed for Cancelmo (CEO non‑compete described separately; not applicable here) |
| Clawback | Policy effective Oct 2, 2023; applies to incentive compensation tied to financial reporting measures |
| Hedging / pledging | Hedging prohibited; pledging prohibited without approval; CEO exception noted; no Cancelmo pledge disclosed |
| Tax gross‑ups | Executives not eligible for tax gross‑ups |
Compensation Structure Analysis
- Mix and trend: Compensation remains cash + time‑based options; salary rose from $417,960 (2022) to $483,653 (2024), while annual option grants held steady at 100,000 shares in 2023 and 2024, vesting monthly over 4 years .
- Pay‑for‑performance: Annual bonuses tied to qualitative corporate objectives (regulatory, clinical, financing), paying 115% for 2022 performance and 100% for 2023; committee instituted a 150% cap after 2024 shareholder feedback to tighten alignment .
- Equity design: Exclusive use of time‑based options (no PSUs/RSUs disclosed), aligning upside with stock appreciation but reducing direct linkage to hard financial KPIs at the current clinical‑stage profile .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Peer group used for benchmarking includes Aclaris, Agios, Arcus, bluebird bio, Coherus, Collegium, Enanta, Esperion, Ironwood, Karyopharm, Mersana, Pacira, and Vanda .
- Say‑on‑pay: 88.9% approval in 2023; 69% support in 2024, with feedback focused on the CEO’s prior discretionary bonus; committee added a 150% bonus cap and signaled potential evolution to more quantitative metrics as Omeros matures commercially .
Investment Implications
- Alignment: Cancelmo’s compensation emphasizes time‑based options with multi‑year monthly vesting and qualitative bonus metrics, aligning incentives to long‑term stock appreciation and regulatory/clinical execution rather than near‑term financial KPIs .
- Retention: Significant unexercised/unvested options and established CIC acceleration benefits support retention into major milestones (e.g., narsoplimab PDUFA date Sep 25, 2025) while providing downside protection in a transaction scenario .
- Trading signals: Monthly vesting creates a regular cadence of potential option liquidity, but hedging/pledging restrictions and clawback policy mitigate misalignment; monitor Form 4 filings around key regulatory events for incremental signals (policy baseline referenced) .