OMEROS CORP (OMER): CEO Gregory A. Demopulos, M.D. compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2026, the Compensation Committee (the “Committee”)
of the Board of Directors of Omeros Corporation (the “Company”) granted a performance-based stock option award (the “Performance
Award”) to Gregory A. Demopulos, M.D., the Company’s Chief Executive Officer, under the Company’s Amended and Restated
Omnibus Incentive Compensation Plan (the “Plan”). The Performance Award consists of an option to purchase up to 500,000 shares
of the Company’s common stock that will vest only upon satisfaction of both future stock-price performance and continued-service
vesting conditions, subject to the provisions described below . No
portion of the Performance Award was vested, and no shares were issued, on the grant date. The Performance Award is allocated equally
across four tranches, with vesting on a tranche-by-tranche basis subject to (i) achievement of stock price hurdles of $25.00, $30.00,
$35.00 and $40.00 per share, calculated based on the aggregate volume-weighted average price of the Company’s common stock over
a period consisting of 30 consecutive trading days, taken as a single measurement period, at any point during the five-year term of the
award, and (ii) satisfaction of a time-based condition, under which 25% of each tranche of the Performance Award will become eligible
for vesting on the first anniversary of the grant date and the remainder of each tranche will become eligible for vesting in equal monthly
installments over the following 36 months. The exercise price of the Performance Award is $17.88 per share, which was the closing price
of the Company’s common stock on the date of grant. The stock price hurdles represent appreciation of approximately 40%, 68%, 96%
and 124%, respectively, above the grant-date closing price. Any shares acquired upon exercise of the vested portion of the Performance
Award must be purchased at the exercise price in accordance with the Plan and award agreement. The Performance Award will expire on October
28, 2031.
The Committee determined that the Performance Award
is in the best interests of the Company and that its terms are appropriate in light of Dr. Demopulos’ role in driving transformative
change for the Company in 2025, including achieving FDA approval of YARTEMLEA, completing the sale of zaltenibart to Novo and executing
a series of transactions to strengthen the Company’s balance sheet. The Committee also considered Dr. Demopulos’ level of
long-term equity incentive awards and target total direct compensation for 2025, which significantly trailed the Company’s peers.
While the grant recognizes Dr. Demopulos’ 2025 achievements, vesting is fully conditioned on future stock-price appreciation and
continued service, subject to the provisions described below. The Committee believes that this structure will further incentivize Dr.
Demopulos to drive meaningful and sustained stock price appreciation over the term of the award, thereby delivering significant value
to the Company’s shareholders. In structuring the Performance Award, the Committee conducted a market analysis of similar awards
with the assistance of its independent compensation consultant.
The Performance Award will generally be subject to
the same forfeiture, suspension, termination and accelerated vesting provisions that are applicable to other options granted by the Company
under the Plan. Upon a change in control, the total per-share consideration payable in the transaction will be used for the performance-based
condition rather than the volume-weighted average trading price described above, with any tranche of the Performance Award with a price
hurdle that has not previously been achieved and is in excess of the per-share consideration being forfeited. Any tranche that has achieved
the performance-based condition but not the time-based condition at the time of a change in control will become fully vested if Dr. Demopulos’
employment is terminated without cause or as a result of a constructive termination in connection with, or at any time within 12 months
after, a change in control, consistent with other options issued by the Company under the Plan.
The Performance Award is granted pursuant to the Plan
and is subject to the terms and conditions of the applicable grant notice and award agreement. The summary herein is qualified in its
entirety by reference to the Form of Performance Stock Option Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.