Omeros has granted Chief Executive Gregory A. Demopulos a performance-based option to buy as many as 500,000 shares, with vesting tied to both Omeros’ share-price performance and his continued service. The award gives him no shares upfront and is designed to reward substantial share-price gains over time.
The company’s compensation committee said the grant recognizes Demopulos’ work in 2025, including securing FDA approval of YARTEMLEA, selling zaltenibart to Novo and completing transactions to strengthen Omeros’ balance sheet. It also said his 2025 long-term equity awards and target direct compensation were significantly below peer levels.
Key details
- Four share-price hurdles: The 500,000 options are split equally into four tranches of 125,000. Each tranche must meet a separate hurdle: Omeros shares must reach a volume-weighted average price of $25, $30, $35 or $40 over 30 consecutive trading days at some point during the award’s five-year term.
- Hurdles represent significant gains: The four prices are approximately 40%, 68%, 96% and 124% above the $17.88 closing share price on the grant date.
- Service is also required: For each tranche, 25% becomes eligible to vest on the first anniversary of the grant date, with the rest becoming eligible in equal monthly installments over the next 36 months. The stock-price hurdle and the applicable service condition both must be satisfied.
- Exercise price and term: Demopulos must pay $17.88 per share to exercise vested options. The options expire on October 28, 2031.
- Change-of-control treatment: If Omeros is acquired, the transaction’s per-share consideration replaces the market-price test. Any tranche with a hurdle above the deal price that has not already been met is forfeited. A tranche that has met its price hurdle but not its service condition can become fully vested if Demopulos is terminated without cause or experiences a qualifying constructive termination in connection with the change of control or within the following 12 months.
Plain-English implications
The award is an option, not an immediate stock grant: no shares were issued when it was made, and Demopulos would need to pay the exercise price for any shares he acquires. If all options eventually vest and are exercised, the award could result in up to 500,000 additional Omeros shares. Its value to Demopulos depends on the share price exceeding the exercise price, while the higher tranches require progressively larger gains.