Omeros Corporation disclosed on October 28, 2026, that its Board of Directors’ Compensation Committee granted a performance-based stock option award to Chief Executive Officer Gregory A. Demopulos, M.D. The award, valued at up to 500,000 shares of common stock, was granted under the Company’s Amended and Restated Omnibus Incentive Compensation Plan. No shares were issued at the time of the grant, and the award is entirely unvested.
The option has an exercise price of $17.88 per share, which was the closing price of the Company’s common stock on the grant date. The award is structured into four tranches, each representing 125,000 shares. Vesting for each tranche is contingent upon two conditions: the achievement of specific stock price hurdles and the satisfaction of a time-based service requirement.
The stock price hurdles are set at $25.00, $30.00, $35.00, and $40.00 per share. These targets represent appreciation of approximately 40%, 68%, 96%, and 124% above the grant-date closing price, respectively. The volume-weighted average price of the Company’s stock over a 30-day period will be measured at any point during the five-year term of the award to determine if these hurdles are met.
The time-based condition requires that 25% of each tranche becomes eligible for vesting on the first anniversary of the grant date. The remaining 75% of each tranche becomes eligible for vesting in equal monthly installments over the following 36 months. The award will expire on October 28, 2031.
The Compensation Committee noted that the grant was made to recognize Dr. Demopulos for driving transformative change in 2025, including the FDA approval of YARTEMLEA, the sale of zaltenibart to Novo, and balance sheet strengthening transactions. The Committee also cited that Dr. Demopulos’ 2025 target total direct compensation trailed that of the Company’s peers.
The terms of the award include standard provisions regarding forfeiture and acceleration. In the event of a change in control, the per-share consideration of the transaction will be used to satisfy the performance-based condition. Any tranche with a hurdle that has not been met and exceeds the transaction consideration will be forfeited. Conversely, tranches that have met the performance condition but not the time condition will fully vest if Dr. Demopulos’ employment is terminated without cause or as a constructive termination within 12 months of the change in control.
