Thomas J. Cable
OMEROSAbout Thomas J. Cable
Thomas J. Cable (Age: 85) is Omeros’ lead independent director (since 2010) and a Class II director serving since January 1995, with current committee roles on Audit (member), Compensation (Chair), and Nominating & Governance (Chair) . He is vice chairman of the Washington Research Foundation (co‑founded in 1980), previously founded Cable & Howse Ventures and Cable, Howse & Ragen, and co‑founded Montgomery Securities; he is a former U.S. Navy submarine officer with an MBA from Stanford GSB and a BA from Harvard . As lead independent director, he chairs meetings of non‑management directors, can call meetings of independent directors, and serves as liaison to the Chair/CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omeros Corporation | Director; Lead Independent Director | Director since Jan 1995; Lead Independent since 2010 | Audit (member since 1995), Compensation (member since 2007; Chair since May 2022), Nominating & Governance (Chair since Sep 2009) |
| U.S. Navy | Submarine Officer | Not disclosed | Leadership/discipline background |
| Cable & Howse Ventures | Founder | Not disclosed | Venture investing experience |
| Cable, Howse & Ragen | Founder | Not disclosed | Investment banking experience |
| Montgomery Securities | Co‑founder | Not disclosed | Investment banking experience (acquired by Bank of America) |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Washington Research Foundation (affiliated with University of Washington) | Tech transfer / early‑stage VC (non‑profit) | Vice Chairman; Co‑founder | Co‑founded 1980; current vice chair (present status disclosed) | Not a public company board |
No other current public company directorships for Mr. Cable are disclosed in the 2025 proxy .
Board Governance
- Independence: The board determined Mr. Cable is independent under Nasdaq and SEC rules .
- Board structure: CEO/Chair roles are combined; Mr. Cable serves as lead independent director with defined authorities (chairs executive sessions of non‑management directors, calls meetings of independent directors, liaison to CEO/Chair) .
- Committees (2024 activity and composition):
- Audit Committee: Members include Arnold C. Hanish (Chair, “financial expert”), Thomas J. Cable, and Rajiv Shah, M.D.; met 5 times in 2024; all members independent .
- Compensation Committee: Members include Thomas J. Cable (Chair), Leroy E. Hood, M.D., Ph.D., and Rajiv Shah, M.D.; met once in 2024; all members independent and non‑employee directors .
- Nominating & Governance Committee: Members include Thomas J. Cable (Chair), Leroy E. Hood, M.D., Ph.D., and Diana T. Perkinson, M.D.; met once in 2024; all members independent .
- Attendance: In 2024, other than Dr. Shah, no director attended fewer than 75% of aggregate board and applicable committee meetings—implying Mr. Cable met or exceeded this threshold; board held 5 meetings .
- Term/class: Class II director; current term expires at the 2026 annual meeting .
Fixed Compensation
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Policy design (cash retainers and fees):
- Board annual cash retainer: $50,000 .
- Committee member annual fees: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; Scientific $5,000 .
- Committee chair annual fees: Audit $20,000; Compensation $15,000; Nominating & Governance $10,000; Scientific $10,000 .
- Lead Independent Director annual retainer: $25,000 .
- Fees paid quarterly as earned .
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2024 Director Compensation (actual for Mr. Cable): | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) | |---|---:|---:|---:| | Thomas J. Cable | 110,000 | 49,073 | 159,073 |
Notes: Option award values are grant‑date fair value under ASC 718 .
Performance Compensation
- Equity structure for non‑employee directors:
- Initial option grant: 30,000 shares upon joining the board; vests in equal annual installments over three years from the date the director took office .
- Annual option grant: 15,000 shares on each annual meeting date for continuing directors (served ≥6 months); vests in full the day prior to the next annual meeting .
- Exercise price: closing price of common stock on grant date; vesting contingent on continued service .
| Equity Element | Grant Size | Vesting | Pricing | Conditions |
|---|---|---|---|---|
| Initial Director Option | 30,000 shares | Equal annual installments over 3 years | Closing price on grant date | Continued service |
| Annual Director Option | 15,000 shares | 100% vests day prior to next annual meeting | Closing price on grant date | Continued service |
As of 12/31/2024, Mr. Cable held options to purchase 97,500 shares (outstanding), per director footnote disclosure .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee Interlocks | During 2024, Compensation Committee members were Cable, Hood, and Shah. No member was a current or former Omeros officer, and no member had relationships requiring Item 404 related‑person disclosure; no executive officer served on another entity’s board/compensation committee with reciprocity interlock . |
| Public Company Boards (Mr. Cable) | None disclosed beyond Omeros . |
Expertise & Qualifications
- Finance and capital markets expertise (founder/co‑founder of multiple investment banking and VC firms) .
- Technology development and product commercialization experience; deep company and industry knowledge from long service; chairs Compensation and Nominating & Governance committees; lead independent director since 2010 .
- Advanced education: MBA (Stanford GSB), BA (Harvard); former U.S. Navy submarine officer .
Equity Ownership
| Holder | Exercisable Stock Options (within 60 days of 5/23/2025) | Beneficially Owned Shares (incl. options) | % of Class |
|---|---|---|---|
| Thomas J. Cable | 92,500 | 127,567 | <1% |
- Policy constraints: Directors are prohibited from short sales and hedging transactions; pledging is prohibited unless pre‑cleared and approved by the board or audit committee .
- Ownership table based on 58,592,713 shares outstanding at May 23, 2025 (methodology per SEC rules) .
Governance Assessment
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Strengths
- Long‑tenured independent lead director with finance, investment banking, and commercialization expertise; clear lead independent authorities provide counterbalance to combined CEO/Chair structure .
- Committee leadership breadth (Compensation Chair; Nominating & Governance Chair) and Audit membership support holistic oversight; all three committees are composed of independent directors .
- Independent compensation consultant (Compensia) evaluated for independence; no conflicts of interest found .
- Related‑party transactions governed by written policy; Audit Committee pre‑approves and oversees compliance; no Cable‑specific related party transactions disclosed .
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Cautions / RED FLAGS (monitoring items)
- No director term limits or mandatory retirement age; at age 85, board succession planning and refreshment merit attention, though the board emphasizes experience continuity .
- Only 2 of 8 directors attended the 2024 annual meeting; while attendance is not required, low attendance at the shareholder meeting can be perceived as a modest engagement risk (note: board and committee meeting attendance for Mr. Cable met ≥75%) .
- Combined CEO/Chair structure persists; mitigated by a formal and empowered lead independent director role .
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Compensation Structure Signals
- Director pay mix includes cash plus annual option grants; policy ties equity to service with one‑year vesting cycles for annual grants—alignment via option value creation but limited explicit performance metrics for directors (standard governance market practice) .
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Additional Context
- Say‑on‑pay (executive) held annually; the compensation committee incorporates shareholder vote outcomes into its oversight processes .
- Board‑level risk oversight includes cybersecurity reporting to the Audit Committee; Compensation Committee evaluates risk in incentive design; Nominating & Governance oversees governance policies and succession .