Rajiv Shah, M.D.
OMEROSAbout Rajiv Shah, M.D.
Rajiv Shah, M.D. (age 52) has served on Omeros’ board since 2015; he is currently an independent director and a member of the Audit, Compensation, and Scientific committees (joined Audit in Dec 2021, Compensation in May 2022, Scientific in Sept 2019). He is President of the Rockefeller Foundation (since Feb 2017), with prior senior roles at USAID (Administrator, Jan 2010–Feb 2015), USDA (Undersecretary & Chief Scientist, May 2009–Jan 2010), and the Bill & Melinda Gates Foundation; he holds an M.D. (University of Pennsylvania), an M.S. in Health Economics (Wharton), and a B.S. in Economics (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Agency for International Development (USAID) | Administrator | Jan 2010–Feb 2015 | Led global development programs; regulatory and international partnership experience |
| U.S. Department of Agriculture (USDA) | Undersecretary & Chief Scientist | May 2009–Jan 2010 | Created National Institute for Food and Agriculture |
| Bill & Melinda Gates Foundation | Senior roles across global health, agriculture, financial services | Pre-2009 | Strategy and large-scale program execution |
| Latitude Capital | Managing Partner | Mar 2015–Feb 2017 | Emerging markets private equity; founder |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rockefeller Foundation | President | Feb 2017–present | Also trustee; leadership of global philanthropy |
| National Geographic Society | Board of Trustees | Current | Governance at major nonprofit |
| U.S. Defense Policy Board | Member | Current | Defense advisory exposure |
| Altos Labs (private) | Director | Current | Private biotech board role |
| Mobius Scientific (private) | Director | Current | Private biotech board role |
| Arcadia Biosciences, Inc. (public) | Director | Mar 2015–Jun 2017 | Prior public company board; ag-tech |
Board Governance
- Independence: Board determined Dr. Shah meets Nasdaq and SEC independence requirements .
- Committee memberships and chairs:
- Audit Committee: Member; Audit Chair is Arnold C. Hanish; Hanish designated “audit committee financial expert” .
- Compensation Committee: Member; Chair is Thomas J. Cable .
- Scientific Committee: Member; Chair is Thomas F. Bumol, Ph.D. .
- Attendance: Board held 5 meetings in 2024; Dr. Shah attended 7 of 11 aggregate board and applicable committee meetings (below 75%) with noted medical issues and an international connectivity problem .
- Lead Independent Director: Thomas J. Cable; responsibilities include presiding over executive sessions and coordinating non-management directors .
- Hedging/Pledging: Directors prohibited from hedging and restricted from pledging without preclearance by the board or audit committee .
Fixed Compensation
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 72,500 | 49,073 | 121,573 |
Director compensation policy:
- Annual cash retainer $50,000; committee fees: Audit $10,000 (member)/$20,000 (chair), Compensation $7,500/$15,000, Nominating & Governance $5,000/$10,000, Scientific $5,000/$10,000; Lead Independent Director retainer $25,000 .
- Equity: Initial 30,000 options vesting in equal annual installments over 3 years; annual 15,000 options vest in full by the day prior to the next annual meeting; exercise price at grant-date closing price .
Performance Compensation
| Component | Metric tied to pay | Disclosure |
|---|---|---|
| Annual director cash retainer/committee fees | None (fixed cash) | Not performance-based |
| Annual director option grant | Time-based vesting only | No RSUs/PSUs or performance metrics disclosed for directors |
Omeros does not disclose performance-based metrics (e.g., TSR, EBITDA) for non-employee director compensation; director equity awards are time-based stock options .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock Risk |
|---|---|---|
| Arcadia Biosciences, Inc. (prior) | Public | Historical only; no current interlock |
| Altos Labs; Mobius Scientific | Private | Same industry exposure; no related-party transactions disclosed with Omeros |
| Rockefeller Foundation; National Geographic Society | Nonprofit | Governance roles; no related-party transactions disclosed |
Expertise & Qualifications
- Medical and scientific credentials; M.D. (Penn), M.S. Health Economics (Wharton), B.S. Economics (Michigan) .
- Government and regulatory experience (USAID Administrator; USDA Undersecretary/Chief Scientist), strategic partnerships, international development .
- Biotech advisory/board exposure; Scientific committee participation aligns with medical/science background .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (incl. exercisable options) | 92,500 | <1% of common stock |
| Exercisable stock options (60-day window as of May 23, 2025) | 92,500 | From beneficial ownership table |
| Total options held (as of Dec 31, 2024) | 107,500 | Director option holdings |
| Shares outstanding (record date, May 23, 2025) | 58,592,713 | Basis for % ownership |
Ownership alignment: estimated ~0.16% of shares outstanding (92,500 ÷ 58,592,713), derived from reported figures . Hedging prohibited; pledging restricted with preclearance .
Governance Assessment
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Positives:
- Independent director with deep regulatory, scientific, and international development expertise; service on Audit, Compensation, and Scientific committees enhances board effectiveness .
- Clear prohibitions on hedging and restrictions on pledging for directors; related-party transaction oversight by the Audit Committee; no related-party transactions disclosed involving Dr. Shah .
- Compensation committee uses independent consultant (Compensia) with no conflicts identified; shareholder feedback integrated post 2024 say‑on‑pay .
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Watch items / RED FLAGS:
- Attendance below 75% in 2024 (7 of 11 aggregate meetings), albeit with disclosed medical and connectivity reasons; monitor future attendance to ensure engagement .
- Multiple external commitments (Rockefeller Foundation, Defense Policy Board, private biotech boards) could pose time-allocation risks; no conflicts disclosed, but maintain oversight of potential interlocks as Omeros’ pipeline evolves .
- Say‑on‑pay support dropped to 69% in 2024 (from 89% in 2023), attributed to a one-time CEO discretionary bonus in 2023; while not director-specific, it signals investor sensitivity to pay decisions—monitor committee responsiveness and policy changes .
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Compensation mix and alignment:
- 2024 mix: Cash ~$72.5k (≈60%) vs Option grant fair value ~$49.1k (≈40%); equity is time-based, not performance-linked, limiting direct pay-for-performance alignment for directors .
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Committee effectiveness:
- Audit committee includes a financial expert (Hanish, Chair); Dr. Shah’s membership supports risk oversight including cybersecurity reporting discussed at Audit .
- Compensation committee chaired by Lead Independent Director (Cable), with independent membership; clawback policy administered by the committee (executive officers) .