omer-def14a_20170616.htm

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

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Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

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Soliciting Material under Rule 14a-12

OMEROS CORPORATION

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 25, 2017

Dear Fellow Shareholder:

You are cordially invited to attend the 2017 Annual Meeting of Shareholders of Omeros Corporation. The meeting will be held at the World Trade Center Seattle located at 2200 Alaskan Way, Suite 410, Seattle, Washington 98121, on Friday June 16, 2017, at 10:00 a.m. local time.

The attached Notice of Annual Meeting of Shareholders and Proxy Statement contain details of the business to be conducted at the annual meeting.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted. Therefore, please vote as soon as possible by telephone, via the Internet or by completing and mailing the enclosed proxy card. Voting by any of these methods will ensure your representation at the annual meeting. If you decide to attend the annual meeting, you will be able to vote in person even if you have previously submitted your proxy.

On behalf of our board of directors, I would like to express our appreciation for your continued support of Omeros. We look forward to seeing you at the annual meeting.  

 

Sincerely,

 

GREGORY A. DEMOPULOS, M.D.

Chairman and CEO

 

 

 


OMEROS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 16, 2017

April 25, 2017

To our Shareholders:

We cordially invite you to the 2017 Annual Meeting of Shareholders, or the 2017 Annual Meeting, of Omeros Corporation, a Washington corporation, to be held on Friday June 16, 2017, at 10:00 a.m. local time at the World Trade Center Seattle, 2200 Alaskan Way, Suite 410, Seattle, Washington 98121, for the following purposes:

 

(1)

to elect the two Class II director nominees named in this proxy statement to the board of directors, each to serve until the 2020 Annual Meeting of Shareholders;

 

(2)

to approve an advisory resolution on executive compensation;

 

(3)

to conduct an advisory vote on the frequency of future advisory votes on executive compensation;

 

(4)

to approve the Omeros Corporation 2017 Omnibus Incentive Compensation Plan;

 

(5)

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017; and

 

(6)

to transact such other business as may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice.

Shareholders of record at the close of business on April 12, 2017 will be entitled to vote at the 2017 Annual Meeting and at any adjournment or postponement of the meeting.

The proxy statement accompanying this notice is being issued in connection with the solicitation by the board of directors of a proxy on the enclosed form of proxy card for use at the 2017 Annual Meeting.

We look forward to seeing you at the 2017 Annual Meeting.

 

By Order of the Board of Directors,

Marcia S. Kelbon

Vice President, Patent

General Counsel and Secretary

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the 2017 Annual Meeting, we encourage you to vote in advance of the meeting to assure your representation at the meeting. You may vote prior to the 2017 Annual Meeting by mailing the proxy card in the enclosed postage-prepaid envelope, by telephone or via the Internet in accordance with the instructions on your proxy card. Even if you vote in advance of the 2017 Annual Meeting, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the 2017 Annual Meeting, you must obtain from the record holder a proxy card issued in your name.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2017 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2017

 

The proxy statement and the 2016 Annual Report to Shareholders are available at: www.edocumentview.com/OMER.

 

 

 


TABLE OF CONTENTS

 

 

  

Page

INFORMATION CONCERNING PROXY SOLICITATION, VOTING AND THE MEETING

  

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PROPOSAL 1 — ELECTION OF DIRECTORS

  

4

CORPORATE GOVERNANCE

  

6

NON-EMPLOYEE DIRECTOR COMPENSATION

  

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PROPOSAL 2 — APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

 

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PROPOSAL 3 — ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

 

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EXECUTIVE COMPENSATION

  

13

TRANSACTIONS WITH RELATED PERSONS

  

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

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PROPOSAL 4 — OMEROS CORPORATION 2017 OMNIBUS INCENTIVE COMPENSATION PLAN

 

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PROPOSAL 5 — RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

36

OTHER BUSINESS

  

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APPENDIX A – OMEROS CORPORATION 2017 OMNIBUS INCENTIVE COMPENSATION PLAN

 

A-1

 

 

 

 


OMEROS CORPORATION

The Omeros Building

201 Elliott Avenue West

Seattle, Washington 98119

PROXY STATEMENT FOR 2017 ANNUAL MEETING OF SHAREHOLDERS

INFORMATION CONCERNING PROXY SOLICITATION, VOTING AND THE MEETING

General

The enclosed proxy is solicited on behalf of the board of directors of Omeros Corporation for use at the 2017 Annual Meeting of Shareholders, or the 2017 Annual Meeting, of Omeros Corporation to be held on Friday, June 16, 2017 at 10:00 a.m., local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The 2017 Annual Meeting will be held at the World Trade Center Seattle, 2200 Alaskan Way, Suite 410, Seattle, Washington 98121.

This proxy statement, the enclosed proxy and the 2016 Annual Report to Shareholders, which includes audited financial statements as of and for the year ended December 31, 2016, were mailed on or about April 25, 2017 to all shareholders entitled to vote at the 2017 Annual Meeting.

Record Date and Quorum

Shareholders of record at the close of business on April 12, 2017, which we refer to as the record date, are entitled to notice of and to vote their shares at the 2017 Annual Meeting. At the record date, 43,938,655 shares of Omeros’ common stock, $0.01 par value per share, were issued and outstanding. Holders of shares of common stock are entitled to cast one vote per share on all matters to be voted upon at the 2017 Annual Meeting. The presence in person or by proxy of the holders of record of a majority of the outstanding shares of common stock entitled to vote is required to constitute a quorum for the transaction of business at the 2017 Annual Meeting.

Abstentions and broker non-votes (which occur when a broker indicates on a proxy card that it is not voting on a matter) are considered shares present at the 2017 Annual Meeting for the purpose of determining a quorum. The inspector of elections, Computershare Inc., will determine whether or not a quorum is present at the 2017 Annual Meeting.

Proposals at the 2017 Annual Meeting

Shareholders are being asked to vote on the following proposals:

 

Proposal 1. The election of the two Class II director nominees named in this proxy statement to the board of directors, each to serve until our 2020 Annual Meeting of Shareholders;

 

Proposal 2. The approval of an advisory resolution on executive compensation;

 

Proposal 3. An advisory vote on the frequency of future advisory votes on executive compensation;

 

Proposal 4. The approval of the Omeros Corporation 2017 Omnibus Incentive Compensation Plan;

 

Proposal 5. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017; and

 

Any other business that may properly come before the 2017 Annual Meeting or any adjournment or postponement of the meeting.

Our board of directors recommends you vote:

 

FOR the election of each of the Class II director nominees named in this proxy statement;

 

FOR the approval of the advisory resolution on executive compensation;

 

For THREE YEARS as the frequency of future advisory votes on executive compensation;

 

FOR the approval of the Omeros Corporation 2017 Omnibus Incentive Compensation Plan; and

 

FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

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Votes Required

Proposal 1: Election of Directors

The two candidates for director who receive the highest number of affirmative votes will be elected. Shareholders are not entitled to cumulate votes for the election of directors.

Proposal 2: Approval of Advisory Resolution on Executive Compensation

We are asking shareholders to approve a non-binding advisory resolution with respect to the compensation of our named executive officers as described in this proxy statement. We will consider this proposal to be approved if the number of votes cast in favor of this proposal exceeds the number of votes cast against the proposal. Although the vote is non-binding, the board of directors values shareholders’ opinions and the compensation committee will consider the outcome of this advisory vote when making future executive compensation decisions.

Proposal 3: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

We are seeking a non-binding advisory vote from our shareholders regarding the frequency (every one, two or three years) of future advisory votes with respect to the compensation of our named executive officers. We will consider the alternative receiving the greatest number of votes – one year, two years, or three years – to be the frequency that shareholders approve. Although the vote on this proposal is non-binding, the board of directors will consider the outcome of this advisory vote when making its determination with respect to the frequency of future advisory votes on the compensation of our named executive officers.

Proposal 4: Omeros Corporation 2017 Omnibus Incentive Compensation Plan

Approval of the Omeros Corporation 2017 Omnibus Incentive Compensation Plan will occur if the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal.

Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm

Ratification of the appointment of Ernst & Young as our independent registered public accounting firm will occur if the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal.

Abstentions and Broker Non-Votes

Abstentions will not be counted as votes cast for or against any of the proposals. Accordingly, abstentions will not affect (i) the determination of the directors who have received the highest number of affirmative votes, (ii) whether the votes cast in favor of Proposals 2, 4 or 5 exceed those cast against the proposal or (iii) the determination of the frequency of future advisory votes with respect to the compensation of our named executive officers.

Brokers and other intermediaries who hold shares for the accounts of their clients may vote such shares either as directed by their clients or, in the case of “uninstructed shares,” in their own discretion if permitted by the stock exchange or other organization of which they are members. Certain types of proposals are considered “non-discretionary” under stock exchange regulations, however, and brokers who have received no instructions from their clients do not have discretion to vote such uninstructed shares on those items. Uninstructed shares for which brokers or other intermediaries lack voting discretion are referred to as “broker non-votes.” If your shares are held by a broker on your behalf and you do not instruct the broker as to how to vote your shares on Proposals 1, 2, 3 or 4, the broker may not exercise discretion to vote on these proposals. Broker non-votes will not be counted as votes cast with respect to these proposals. With respect to Proposal 5, the ratification of our independent registered public accounting firm for the fiscal year ending December 31, 2017, brokers may exercise discretion to vote for or against that proposal in the absence of your instruction. Brokers will have similar discretion to vote on any other routine proposals that are brought before the 2017 Annual Meeting.  

How to Vote

If your shares are registered directly in your name with our transfer agent, Computershare Inc., you are considered the registered shareholder of those shares. Registered shareholders may cast their vote by:

 

(1)

signing, dating and promptly mailing the proxy card in the enclosed postage-paid envelope;

 

(2)

calling 1-800-652-VOTE (8683) using a touch-tone telephone;

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(3)

accessing the Internet website www.envisionreports.com/OMER; or

 

(4)

completing a ballot at the 2017 Annual Meeting.

If your shares are held in the name of a brokerage firm or bank or other similar organization, you are considered the beneficial shareholder with respect to those shares. If you are a beneficial shareholder, please refer to your proxy card or the information forwarded by your broker, bank or other holder of record to see what options are available to you to cast your vote. A beneficial shareholder may not vote shares in person at the 2017 Annual Meeting unless he or she obtains a “legal proxy” from the broker, bank or other holder of record that holds his or her shares.

Whether or not you plan to attend the 2017 Annual Meeting, we encourage you to vote in advance of the meeting to assure your representation at the meeting. Votes cast by proxy or in person at the 2017 Annual Meeting will be tabulated by the inspector of elections appointed for the meeting.

Revoking a Proxy

A registered shareholder can revoke his or her proxy before the time of voting at the 2017 Annual Meeting by any of the following:

 

(1)

mailing a revised proxy card dated later than the prior proxy card;

 

(2)

submitting a new vote by telephone;

 

(3)

submitting a new vote via the Internet;

 

(4)

voting in person at the 2017 Annual Meeting; or

 

(5)

notifying our corporate secretary in writing that he or she is revoking the proxy. The revocation must be received before the start of the 2017 Annual Meeting to be effective.

Any beneficial shareholder may change or revoke his or her voting instructions by contacting the broker, bank or other nominee holding the shares or by obtaining a proxy from such institution and voting in person at the 2017 Annual Meeting.

Attending the 2017 Annual Meeting

Only shareholders as of the close of business on April 12, 2017 (the record date), or holders of a valid proxy for the meeting, are entitled to attend the 2017 Annual Meeting. In order to gain admittance to the meeting, you may be asked to present photo identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as a brokerage statement or letter from a bank or broker indicating beneficial ownership on the record date. We will be unable to admit anyone who does not present acceptable identification or ownership information upon request or refuses to comply with our admittance and security procedures. The use of cameras, recording devices and other electronic devices is prohibited at the meeting.

How to Obtain Directions to Attend the 2017 Annual Meeting

The 2017 Annual Meeting will be held on Friday, June 16, 2017, at 10:00 a.m., local time, at the World Trade Center Seattle, 2200 Alaskan Way, Suite 410, Seattle, Washington 98121. If you need directions to the meeting, please call Omeros’ investor relations department at (206) 676-5000. Information on how to vote in person at the 2017 Annual Meeting is discussed above.

Proxy Solicitation

This proxy statement is furnished in connection with the solicitation of your vote by the board of directors. We pay the costs of soliciting proxies from our shareholders. We may reimburse brokerage firms and other persons representing beneficial shareholders for their expenses in forwarding the voting materials to the beneficial shareholders. Directors, officers and regular employees may solicit proxies on our behalf personally, by telephone or by other electronic means without additional compensation. We also have retained Georgeson Inc. for a fee of $10,000 to assist us in the solicitation of proxies, plus customary costs and expenses.

“Householding” of Proxy Materials

A copy of our 2016 Annual Report to Shareholders, including our 2016 Annual Report on Form 10-K, accompanies this proxy statement. If you are a beneficial shareholder, your bank or broker may deliver a single proxy statement and 2016 Annual Report to Shareholders, along with individual proxy cards or voting instruction forms, to any household at which two or more beneficial shareholders reside unless you have provided instructions to the contrary. This procedure, referred to as householding, reduces the

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volume of duplicate materials shareholders receive and reduces mailing expenses. If you would like to revoke your consent to householding and in the future receive your own set of proxy materials, or if your household is currently receiving multiple copies of the same items and you would like in the future to receive only a single copy at your address, you should contact your bank, broker or other nominee. Alternatively, you may also contact our corporate secretary at (206) 676-5000 or send a written request to our corporate secretary at The Omeros Building, 201 Elliott Avenue West, Seattle, Washington 98119 to revoke your consent to householding or to receive a separate proxy statement and 2016 Annual Report to Shareholders.

Shareholder Proposals for 2018 Annual Meeting

Under Rule 14a-8 under the Securities Exchange Act of 1934, or the Exchange Act, we must receive shareholder proposals intended for inclusion in our proxy statement for our 2018 Annual Meeting of Shareholders, or the 2018 Annual Meeting, at our principal executive offices at The Omeros Building, 201 Elliott Avenue West, Seattle, Washington 98119, by the close of business on December 26, 2017. However, if the date of the 2018 Annual Meeting changes by more than 30 days from the date of the 2017 Annual Meeting, notice by a shareholder of a proposal must be received a reasonable time before we begin to print and send the proxy materials for the 2018 Annual Meeting.

We must receive shareholder proposals submitted for consideration at the 2018 Annual Meeting, but not for inclusion in our proxy statement for the 2018 Annual Meeting under Exchange Act Rule 14a-8, and director nominations at our principal executive offices at The Omeros Building, 201 Elliott Avenue West, Seattle, Washington 98119, by the close of business on December 26, 2017. However, if the date of the 2018 Annual Meeting changes by more than 30 days from the date of the 2017 Annual Meeting, notice by a shareholder of a proposal or a director nomination must be received no later than the close of business on the later of (1) 120 calendar days in advance of the 2018 Annual Meeting and (2) 10 calendar days following the date on which public announcement of the date of the 2018 Annual Meeting is first made.

In addition, notice of any shareholder proposal or director nomination must be given in accordance with our bylaws and the applicable requirements of Rule 14a-8 under the Exchange Act. If a shareholder fails to give notice of a proposal as required by our bylaws or other applicable requirements, then the proposal will not be included in the proxy statement for the 2018 Annual Meeting and the shareholder will not be permitted to present the proposal for a vote at the 2018 Annual Meeting.

 

 

PROPOSAL 1 — ELECTION OF DIRECTORS

In accordance with our bylaws, our board of directors has set its size at seven members. Our board is divided into three classes serving staggered three-year terms. The terms of our directors will expire as set forth in the following table:

 

Omeros Board of Directors

 

Term Expires

Class II Directors

 

 

Thomas J. Cable

 

2017

Peter A. Demopulos, M.D., FACC, FSCAI

 

2017

Class III Directors

 

 

Gregory A. Demopulos, M.D.

 

2018

Leroy E. Hood, M.D., Ph.D.

 

2018

Class I Directors

 

 

Ray Aspiri

 

2019

Arnold C. Hanish

 

2019

Rajiv Shah, M.D.

 

2019

 

Following the recommendation of the nominating and governance committee, our board of directors has nominated both of our current Class II directors for election at the 2017 Annual Meeting. If elected, both of Mr. Cable and Dr. Peter Demopulos would serve until the 2020 Annual Meeting of Shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Nominees for Election as Class II Directors

Set forth below is biographical information for each person nominated for election at the 2017 Annual Meeting for a term expiring at the 2020 Annual Meeting of Shareholders.

Thomas J. Cable, age 77, has served on our board of directors since January 1995. He has also served on our audit committee since January 1995 and on our compensation committee since December 2007. In addition, Mr. Cable has served as chairman of our

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nominating and governance committee since September 2009. Mr. Cable is the vice chairman of the board of the Washington Research Foundation, a technology transfer and early stage venture capital organization affiliated with the University of Washington, which he co-founded in 1980. Mr. Cable also founded Cable & Howse Ventures, a venture capital firm, and Cable, Howse & Ragen, an investment banking firm, and co-founded Montgomery Securities, an investment banking firm acquired by Bank of America. A former U.S. Navy submarine officer, Mr. Cable received his M.B.A. from the Stanford Graduate School of Business and his B.A. from Harvard University. Our nominating and governance committee has concluded that Mr. Cable should continue to serve on the board of directors based on his knowledge and experience in finance, investment banking, technology development and product commercialization, as well as his knowledge of Omeros and our industry.

Peter A. Demopulos, M.D., FACC, FSCAI, age 63, has served on our board of directors since January 1995. Dr. Demopulos is a practicing board-certified general and interventional cardiologist at Seattle Cardiology, part of the Swedish Heart & Vascular Institute. He has been a member of Seattle Cardiology since 2005, also serving as its Medical Director from 2005 to 2010. Dr. Demopulos is also a clinical assistant professor of cardiology at the University of Washington School of Medicine, a position that he has held since 1989. He participates as an investigator in clinical trials evaluating interventional cardiology devices and drug therapies at Seattle Cardiovascular Research and Swedish Cardiovascular Research. Dr. Demopulos received his M.D. from the Stanford University School of Medicine and his B.S. from Stanford University. Our nominating and governance committee has concluded that Dr. Demopulos should continue to serve on the board of directors based on his medical and scientific expertise, his experience as a clinical investigator in relevant therapeutic areas and his experience with clinical development and trial design, as well as his knowledge of Omeros and our industry. Dr. Demopulos is the brother of Gregory A. Demopulos, M.D., our president and chief executive officer and the chairman of our board of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS

VOTE FOR EACH OF THE NOMINEES NAMED ABOVE

Class III Directors — Continuing in Office until the 2018 Annual Meeting of Shareholders

Gregory A. Demopulos, M.D., age 58, founded our company and has served as our president, chief executive officer and chairman of the board of directors since June 1994. He also served as our chief financial officer and treasurer from January 2009 to October 2013 in an interim capacity and as our chief medical officer from June 1994 to March 2010. Prior to founding Omeros, Dr. Demopulos completed his residency in orthopedic surgery at Stanford University and his fellowship training in hand and microvascular surgery at Duke University. Dr. Demopulos currently serves on the board of trustees of the Smead Funds Trust, an open-end mutual fund company registered under the Investment Company Act of 1940. His non-profit service includes the Seattle Community Development Round Table and the Northwest NeuroNeighborhood board of directors. Dr. Demopulos received his M.D. from the Stanford University School of Medicine and his B.S. from Stanford University. Our nominating and governance committee has concluded that Dr. Demopulos should continue to serve on the board of directors based on his position and experience as our chief executive officer and his medical and scientific expertise, experience with clinical development and design and knowledge of our operations and development programs. Dr. Demopulos is the brother of Peter A. Demopulos, M.D., a member of our board of directors.

Leroy E. Hood, M.D., Ph.D., age 78, has served on our board of directors since March 2001. He also has served on our nominating and governance committee since September 2009 and on our compensation committee since July 2011. Dr. Hood previously served as a member of our audit committee from September 2009 to December 2009 and from June 2012 to September 2012. Dr. Hood is the president of the Institute for Systems Biology, a non-profit research institute dedicated to the study and application of systems biology, which he co-founded in 2000, and has served as senior vice president and chief science officer of Providence Health & Services, a multi-state, not-for-profit health system, since April 2016. Previously, Dr. Hood was founder and chairman of the Department of Molecular Biotechnology at the University of Washington School of Medicine. Dr. Hood also co-founded Amgen, Inc., Applied Biosystems, Inc., Darwin Molecular Technologies, Inc., Rosetta Inpharmatics, Inc. and SyStemix, Inc. Dr. Hood is a member of the National Academy of Sciences, the American Philosophical Society, the American Association of Arts and Sciences, the Institute of Medicine and the National Academy of Engineering. Dr. Hood received his Ph.D. and B.S. from the California Institute of Technology and his M.D. from The Johns Hopkins School of Medicine. Our nominating and governance committee has concluded that Dr. Hood should continue to serve on the board of directors based on his scientific expertise in drug discovery and development and experience in founding and building biotechnology and pharmaceutical companies.

Class I Directors — Continuing in Office until the 2019 Annual Meeting of Shareholders

Ray Aspiri, age 80, has served on our board of directors since January 1995 and previously served as our treasurer from January 1999 to September 2007. Mr. Aspiri has also served as chairman of our compensation committee since January 1995 and as a member of our nominating and governance and audit committees since September 2009 and July 2011, respectively. From his founding of the company in 1997 until its sale in December 2012, Mr. Aspiri served as the chairman of the board of Tempress Technologies, Inc., a privately held research and development company that specialized in high-pressure fluid dynamics for the oil and gas industry. From 1980 to 1997, Mr. Aspiri served as the chairman of the board and chief executive officer of Tempress, Inc., a privately held company

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specializing in products for the truck, marine and sporting goods industries. Our nominating and governance committee has concluded that Mr. Aspiri should continue to serve on the board of directors based on his experience in founding and managing companies, his knowledge of commercial manufacturing and his prior experience serving on our board of directors and as chairman of our compensation committee. Mr. Aspiri has indicated an interest in potentially retiring from the board of directors before the conclusion of the term expiring at the 2019 Annual Meeting of Shareholders and has requested that we continue our ongoing search for additional director candidates to potentially replace Mr. Aspiri should he elect to retire from our board of directors prior to the expiration of his current term.

Arnold C. Hanish, age 69, has served on our board of directors and as chairman of our audit committee since September 2012. From 1994 until his retirement in December 2012, Mr. Hanish served as vice president and chief accounting officer at Eli Lilly and Company. Prior to his appointment as chief accounting officer, Mr. Hanish held a number of senior financial positions at Eli Lilly. Before Eli Lilly, Mr. Hanish held various positions at Arthur Young & Company (currently Ernst & Young) for nearly 14 years. Mr. Hanish currently is a member of the Deloitte and Touche Audit Quality Review Council. Mr. Hanish was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board from 2004 through 2008 and from 2011 through 2012. In addition, from 2007 to 2010, he served as the chairperson of Financial Executives International’s Committee on Corporate Reporting. Mr. Hanish was inducted into the Financial Executives International Hall of Fame in 2016. Mr. Hanish earned his B.A. in accounting from the University of Cincinnati. Our nominating and governance committee has concluded that Mr. Hanish should continue to serve on the board of directors based on his experience in public company finance and accounting, SEC reporting, management and corporate governance, his knowledge of the pharmaceutical and biotechnology industry and his experience as the chairman of our audit committee.

Rajiv Shah, M.D., age 44, has served on our board of directors since June 2015. Dr. Shah has served as the President of the Rockefeller Foundation since February 2017. From March 2015 to February 2017, Dr. Shah was the managing partner of Latitude Capital, an emerging markets private equity firm that he founded. Dr. Shah served as Administrator of the United States Agency for International Development, or USAID, from January 2010 to February 2015. Dr. Shah served as Undersecretary and Chief Scientist at the U.S. Department of Agriculture from May 2009 to January 2010, during which time he created the National Institute for Food and Agriculture. Prior to working in government, Dr. Shah worked in senior roles at the Bill & Melinda Gates Foundation, leading the Foundation's efforts in global health, agriculture and financial services. Dr. Shah also serves on the board of directors of Arcadia Biosciences, Inc., a publicly traded agricultural technology company, the board of trustees of the Rockefeller Foundation and is a Distinguished Fellow in Residence at Georgetown University, Edmund A. Walsh School of Foreign Service. Dr. Shah earned his M.D. from the University of Pennsylvania Medical School, his Master of Science in Health Economics at the Wharton School of Business and his Bachelor of Science in Economics from the University of Michigan. Our nominating and governance committee has concluded that Dr. Shah should continue to serve on the board of directors based on his experience in government, regulatory affairs, international development and strategic partnerships, as well as his scientific background.

 

 

CORPORATE GOVERNANCE

Board Leadership Structure

Gregory A. Demopulos, M.D., is our principal executive officer and chairman of the board of directors. Thomas J. Cable is our lead independent director. The responsibilities of our lead independent director are to:

 

serve as chairman of meetings of the board of directors at which the chairman of the board is not present, such as executive sessions of the non-executive directors;

 

call meetings of the non-executive directors as he deems appropriate;

 

serve as the principal liaison on board-wide issues between the chairman of the board and the non-executive directors; and

 

coordinate the activities of the non-executive directors as he deems appropriate.

Taking into account Dr. Demopulos’ in-depth knowledge of our operations, programs and strategy, as well as the oversight authority granted to our lead independent director and the committees of our board of directors, which are each comprised solely of independent directors, our board of directors has determined that combining the principal executive officer and chairman of the board of directors positions and appointing a separate lead independent director is the appropriate board leadership structure for us at this time.

Risk Oversight

Our management is primarily responsible for assessing and managing risk, while our board of directors is responsible for overseeing management’s execution of its responsibilities. The board of directors is supported by its committees in fulfillment of this responsibility. In particular, the audit committee focuses on our overall financial risk by evaluating our internal controls and disclosure

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policies, as well as the integrity of our financial statements and periodic reports. Our compensation committee strives to create incentives that encourage a reasonable and appropriate level of risk-taking consistent with our business strategy. Finally, the nominating and governance committee is responsible for reviewing our corporate governance and developing and maintaining corporate governance policies and procedures that are appropriate in light of the risks we face.

Director Independence

Our board of directors has determined that Mr. Aspiri, Mr. Cable, Mr. Hanish, Dr. Hood and Dr. Shah each meet the independence requirements under applicable listing standards of The Nasdaq Stock Market, or Nasdaq, as well as applicable rules promulgated by the Securities and Exchange Commission, or SEC.

Board and Committee Meeting and Annual Meeting Attendance

Our board of directors held a total of seven meetings, and acted by unanimous written consent three times, during 2016. No director attended fewer than 75% of the total number of board meetings and the total number of committee meetings of the board on which he served during 2016 for the period that he was a director or committee member, with the exception of Dr. Shah who attended 71% (5 of 7) of board meetings. We encourage, but do not require, our board members to attend our annual meetings of shareholders. Five of the seven directors serving on our board attended our 2016 Annual Meeting of Shareholders.

Committees of the Board of Directors

Our board of directors has standing audit, compensation and nominating and governance committees, each of which has the composition and responsibilities described below. The following table provides membership information for each committee during 2016:

 

Chair

 

Member

 


Name

 

Audit Committee

 

Compensation

Committee

 

Nominating and

Governance Committee

 

Ray Aspiri

Thomas J. Cable

Gregory A. Demopulos, M.D.

 

 

 

Peter A. Demopulos, M.D.

 

 

 

Arnold C. Hanish

 

 

Leroy E. Hood, M.D., Ph.D.

 

Rajiv Shah, M.D.

 

 

 

 

Corporate Governance Documents

Please visit our investor relations website at investor.omeros.com, under “Governance,” for additional information on our corporate governance including:

 

the charters approved by our board of directors for the audit committee, compensation committee and nominating and governance committee;

 

the code of business conduct and ethics;

 

the corporate governance principles, which includes policies on shareholder communications with the board of directors, director attendance at our annual meetings and succession planning; and

 

the lead independent director charter.

In the event of any amendment to, or waiver from, a provision of our code of business conduct and ethics, we will promptly post on our investor relations website relevant information regarding the amendment or waiver, including the date and the nature of the event.

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Whistleblower Policy

We have adopted a whistleblower policy applicable to our employees that provides for protection from retaliation or discrimination by our company due to reporting issues relating to compliance with applicable laws and regulations.

Audit Committee

Membership and Independence

The members of our audit committee are Mr. Aspiri, Mr. Cable and Mr. Hanish. Mr. Hanish is the chairman of our audit committee. Our board of directors has determined that each member of our audit committee meets current Nasdaq requirements for independence for audit committee members. Our board of directors has also determined that Mr. Hanish is an “audit committee financial expert” as defined in SEC rules. Our audit committee held a total of seven meetings during 2016.

Responsibilities

Under its charter, the audit committee is responsible for, among other things:

 

selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent registered public accounting firm;

 

evaluating the qualifications, performance and independence of our independent registered public accounting firm;

 

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

 

reviewing with our independent registered public accounting firm and management significant issues that arise regarding accounting principles and financial statement presentation, and matters concerning the scope, adequacy and effectiveness of our financial controls;

 

reviewing the adequacy and effectiveness of our internal control policies and procedures;

 

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters;

 

reviewing and approving in advance any proposed related-party transactions and monitoring compliance with our code of business conduct and ethics; and

 

preparing the audit committee report that the SEC requires in our annual meeting proxy statements.

Compensation Committee

Membership and Independence

The members of our compensation committee are Mr. Aspiri, Mr. Cable and Dr. Hood. Mr. Aspiri is the chairman of our compensation committee. Our board of directors has determined that each member of our compensation committee meets current Nasdaq requirements for independence of compensation committee members. In addition, our board of directors has determined that each member of the compensation committee is a non-employee director for purposes of Rule 16b-3 of the Exchange Act. Our compensation committee held a total of seven meetings during 2016.

Responsibilities

Under its charter, the compensation committee is responsible for, among other things:

 

evaluating the performance of our executive officers and approving their compensation and other terms of employment and reviewing and approving corporate performance goals and objectives relevant to such compensation;

 

evaluating and recommending to our board of directors the type and amount of compensation to be paid or awarded to board members;

 

evaluating and recommending to our board of directors the equity incentive plans, compensation plans and similar programs advisable for us;

 

administering our equity incentive plans;

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reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; and

 

preparing the compensation committee report that the SEC requires in our annual proxy statement.

Processes and Procedures

Our board of directors has delegated to the compensation committee the authority to determine the compensation for our executive officers. Non-executive director compensation is recommended by our compensation committee to the board of directors for approval. Our executive officers participate in general discussions with our compensation committee and board of directors about executive compensation matters but they do not participate in discussions during which their individual compensation is being considered. The compensation committee may delegate any or all of its authority under its charter to one or more subcommittees. The compensation committee may also delegate to our CEO the authority to grant employee stock options or other equity-based awards to employees of the company or any subsidiary of the company who are not directors or executive officers of the company, on such terms and subject to such limitations as the compensation committee may determine.

Compensation Committee Interlocks and Insider Participation

During 2016, Mr. Aspiri, Mr. Cable and Dr. Hood served on our compensation committee. During 2016, no member of our compensation committee was an officer or employee or formerly an officer of our company, and, except as set forth under the section entitled “Transactions with Related Persons” in this proxy statement, no member had any relationship that would require disclosure as a related person transaction under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Nominating and Governance Committee

Membership and Independence

The members of our nominating and governance committee are Mr. Aspiri, Mr. Cable and Dr. Hood. Mr. Cable is the chairman of our nominating and governance committee. Our board of directors has determined that each member of our nominating and governance committee meets current Nasdaq requirements for independence. Our nominating and governance committee held one meeting in 2016.

Responsibilities

Under its charter, the nominating and governance committee is responsible for, among other things:

 

assisting the board in identifying prospective director nominees and recommending director nominees to our board for each annual meeting of shareholders;

 

evaluating nominations by shareholders of candidates for election to our board;

 

recommending governance principles to our board;

 

overseeing the evaluation of our board of directors;

 

reviewing shareholder proposals for our annual meetings;

 

evaluating proposed changes to our charter documents;

 

reviewing and assessing our senior management succession plan; and

 

recommending to our board the members for each board committee.

Shareholder Recommendations and Nominees

It is the policy of our board of directors that the nominating and governance committee consider both recommendations and nominations for candidates to the board from shareholders so long as such recommendations and nominations comply with our articles of incorporation, bylaws and applicable law, including the rules and regulations of the SEC. Shareholders may recommend director nominees for consideration by the nominating and governance committee by writing to us at the address below and providing evidence of the shareholder’s ownership of our stock, the nominee’s name, home and business address and other contact information,

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as well as the nominee’s detailed biographical data and qualifications for board membership, and information regarding any relationships between the recommended candidate and us within the last three fiscal years.

Following verification of the shareholder status of the person submitting the recommendation, all properly submitted recommendations will be promptly brought to the attention of the nominating and governance committee. Shareholders who desire to nominate persons directly for election to the board at an annual meeting of shareholders must meet the deadlines and other requirements set forth in our bylaws and the rules and regulations of the SEC. See “Shareholder Proposals for 2018 Annual Meeting.” Any vacancies on the board occurring between our annual meetings of shareholders may be filled by persons selected by a majority of the directors then in office, and any director so elected will serve until the next shareholders’ meeting at which directors are elected.

You may write to the nominating and governance committee at:

Omeros Corporation

The Omeros Building

201 Elliott Avenue West

Seattle, Washington 98119

Attn: Nominating and Governance Committee

c/o Office of the General Counsel

Director Qualifications

The nominating and governance committee works with our chief executive officer to identify and recruit new directors and considers candidates proposed by shareholders as part of this process. The committee may also engage consultants or search firms, as it deems advisable, to identify director candidates. Our board of directors believes that there are no specific minimum qualifications that must be met by each candidate for the board, nor are there specific qualities or skills that are necessary for one or more of the members of the board to possess, except as may be required by rules promulgated by Nasdaq or the SEC. In evaluating the qualifications of the candidates, the nominating and governance committee will consider many factors, including issues of character, judgment, independence, diversity, age, expertise, diversity of experience, length of service and other commitments. The nominating and governance committee will evaluate such factors, among others, and does not assign any particular weighting or priority to any of these factors. The committee will consider each individual candidate in the context of the current perceived needs of the board as a whole. Although the committee may choose to consider diversity as one factor in evaluating candidates, we do not have a policy that requires the committee to consider diversity. While the board of directors has not established specific minimum qualifications for director candidates, the board believes that candidates and nominees must reflect a board that is comprised of directors who (a) are predominantly independent, (b) are of high integrity, (c) have qualifications that will increase overall board effectiveness and (d) meet other requirements as may be required by applicable rules of Nasdaq and the SEC.

Shareholder Communication with the Board of Directors

It is the policy of our board of directors to allow shareholders to communicate with its members. Communications may be addressed to the entire board, to the non-management directors as a group or to any individual director. All such communications will be initially received and processed by the office of our general counsel. Spam, junk mail, product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, business solicitations and advertisements and threatening, hostile, illegal and similar unsuitable communications will not be delivered to the board, but will be made available to a director upon request. To contact members of the board of directors, a shareholder should send a letter to the following address:

Omeros Corporation

The Omeros Building

201 Elliott Avenue West

Seattle, Washington 98119

Attn: The Board of Directors

c/o Office of the General Counsel

 

 

NON-EMPLOYEE DIRECTOR COMPENSATION

In order to attract and retain qualified non-employee candidates to serve on the board of directors, we utilize a combination of cash and equity-based incentive compensation. The significant amount of time that members of the board expend in fulfilling their duties, as well as the skill level required of our directors, is evaluated in setting director compensation, along with director compensation levels at companies in our peer group. We also reimburse our directors for travel and other necessary business expenses incurred in the performance of their services for us. Director compensation is reviewed periodically by the compensation committee with input from the compensation committee’s independent third-party consultant, Compensia, Inc., or Compensia. In 2016 and 2017,

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the board of directors, following the recommendation of the compensation committee and advice from Compensia, updated our Non-Employee Director Compensation Policy. These updates are the only changes the board of directors has made to the policy since its adoption prior to our initial public offering in 2009. The updates are intended to bring our level of non-employee director compensation to approximately the median of our peers.

The Non-Employee Director Compensation Policy provides that an individual, upon initially being elected or appointed as a non-employee member of the board of directors, is automatically granted an option to purchase 15,000 shares of our common stock that vests in equal annual installments over a three-year period beginning on the date the director took office. Under our updated policy, on the date of the 2016 annual meeting of shareholders, each non-employee director who served as a director for at least six months and who would continue to serve as a director after the annual meeting was automatically granted an option to purchase 7,500 shares of our common stock that vested in full on the day prior to the date of the next annual meeting of shareholders. The per share exercise price for options granted to non-employee directors is equal to the closing public trading price of our common stock on the date of grant, and vesting is conditioned on the director’s continued service as a director through the applicable vesting dates.

Under the revised policy, which went into effect in June 2016, our non-employee directors receive an annual cash retainer of $40,000 for service on the board of directors. Committee fees are $7,500, $5,000 and $2,500 per year for service as a non-chair member of the audit, compensation and nominating and governance committees, respectively, while fees for the chairs of those committees are $15,000, $10,000 and $5,000 per year, respectively. In addition, our lead independent director receives an annual retainer of $10,000 for his service. Director fees are paid on a quarterly basis as earned.

In connection with the amendments to the Non-Employee Director Compensation Policy, non-employee directors will receive a one-year adjustment to compensation in 2017, which will result in the grant of an option to purchase 10,000 shares and payment of an annual cash retainer of $52,500. In addition, in 2017 the lead director and the non-chair members of the audit, compensation and nominating and governance committees will receive $25,000, $13,250, $7,500 and $4,750, respectively.

2016 Non-Employee Director Compensation

The following table shows the compensation of each of our non-employee directors during the fiscal year ended December 31, 2016 and reflects the policy updates approved in June 2016:

 

Name

 

Fees Earned or Paid in Cash ($)

 

 

Option Awards ($)(1)(2)

 

 

Total ($)

 

Ray Aspiri

 

 

52,500

 

 

 

51,050

 

 

 

103,550

 

Thomas J. Cable

 

 

55,000

 

 

 

51,050

 

 

 

106,050

 

Peter A. Demopulos, M.D.

 

 

35,250

 

 

 

51,050

 

 

 

86,300

 

Arnold C. Hanish

 

 

51,750

 

 

 

51,050

 

 

 

102,800

 

Leroy E. Hood, M.D., Ph.D.

 

 

41,500

 

 

 

51,050

 

 

 

92,550

 

Rajiv Shah, M.D.

 

 

32,250

 

 

 

51,050

 

 

 

83,300

 

 

(1)

The amounts reported in this column represent the grant date fair value of option awards granted to our non-employee directors during 2016 as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of these option awards are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

(2)

As of December 31, 2016, Mr. Aspiri, Mr. Cable, Dr. Peter Demopulos, Mr. Hanish, Dr. Hood and Dr. Shah held options to purchase 22,500, 47,500, 35,834, 37,500, 47,500 and 22,500 shares of our common stock, respectively.

 

 

PROPOSAL 2 — APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, our board of directors is asking shareholders to approve an advisory resolution regarding the compensation of our named executive officers as reported in this proxy statement. This “say on pay” proposal gives our shareholders the opportunity to cast a non-binding advisory vote on our executive compensation policies and practices and the compensation of our named executive officers, as disclosed in this proxy statement. Because this vote is advisory, it will not be binding on the board of directors or compensation committee, nor will it override any prior decision or require the board of directors or compensation committee to take any action. However, the board of directors and the compensation committee will review the voting results and consider the outcome of this vote when making future decisions regarding executive compensation.

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As described below in the “Compensation Discussion and Analysis” section of this proxy statement, the compensation committee of our board of directors has adopted the following principles to guide us in formulating our compensation policies and making compensation decisions:

 

provide total compensation opportunities that enable us to recruit and retain executives with the experience and skills to manage the growth of our company and lead us to the next stage of development;

 

establish a clear alignment between the interests of our executives and the interests of our shareholders;

 

reinforce a culture of ownership, excellence and urgency; and

 

create a direct and meaningful link between company business results, individual performance and compensation.

We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes our compensation policies and practices, as well as the related tables and narrative discussion that follow, which provide additional information on the compensation of our named executive officers. Our board of directors believes that the compensation of our named executive officers is appropriate and effective in achieving our corporate objectives and recommends that you vote in favor of the following resolution:

RESOLVED, that the compensation of the named executive officers of the company, as disclosed in the proxy statement for the company’s 2017 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR

THE APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

 

 

PROPOSAL 3 — ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Section 14A of the Securities Exchange Act of 1934, as amended, also requires that we give our shareholders the opportunity to advise our board of directors on how frequently — every one, every two or every three years — we should hold an advisory vote on our executive compensation policies and practices and the compensation of our named executive officers. Similar to Proposal 2, this vote is advisory and non-binding on our board of directors; however, the board of directors will review and consider the voting results when making future decisions regarding the frequency of shareholder advisory votes on executive compensation.

Our board of directors has determined that holding an advisory vote once every three years on executive compensation is the most suitable alternative for Omeros, and therefore our board recommends that you vote for the frequency option of every three years. In formulating its recommendation, our board of directors noted that our compensation policies and practices provide incentives to our executives and other employees to achieve corporate goals designed to create long-term value for our shareholders. A triennial vote will allow shareholders to assess whether our compensation policies and practices are effective at achieving that goal. In contrast, an annual or biennial vote could misalign the incentives of our executives and our shareholders and would not provide shareholders with data over a sufficient time period to assess whether our policies and practices are, and the compensation of our named executive officers is, effective at creating long-term shareholder value. Any shareholder feedback received by our board of directors from an annual or biennial vote may in large part reflect considerations related to short-term value creation.

In addition, the timing of our executive compensation decisions has varied from year to year in the past, and we expect that our compensation committee will maintain this flexibility in the future to ensure that our executive compensation objectives are met while taking into account other corporate goals, including the need to preserve capital. For example, each of our named executive officers received a discretionary cash bonus for 2015 performance; however, that bonus was not approved until December 2016. In addition, the company has not paid a cash bonus to any of our named executive officers with respect to company and individual performance in 2012, 2013, 2014 or 2016, which may occur for one or more of these years in 2017. Further, our compensation committee did not grant stock option awards to our named executive officers in 2015, but did grant stock option awards in February 2016 with respect to 2014 performance and in December 2016 with respect to 2015 performance. As a result, we believe that shareholders will not have sufficient information regarding the compensation of our named executive officers if an advisory vote is taken on an annual or biannual basis.

We believe that a vote every three years is more likely to reflect our shareholders’ assessment of the effectiveness of our executive compensation policies and practices in creating long-term value and is also more likely to align incentives between our executives and our shareholders. This will in turn provide more useful feedback to our board of directors in its assessment and design of our executive compensation policies and practices. Finally, as discussed above under the heading “Shareholder Communication

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with the Board of Directors,” shareholders may at any time provide feedback to our board of directors on our executive compensation policies and practices, even in years when we do not hold a “say on pay” vote.

You may cast your vote for your preferred voting frequency by choosing among the options of every one, every two and every three years, or you may abstain from voting on this proposal. The option that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the board of directors in any way, the board may decide that it is in the best interests of our shareholders and Omeros to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE

TO CONDUCT FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY THREE YEARS

 

 

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and the components of our compensation program for our named executive officers. This section also discusses our executive compensation process. When we refer to our named executive officers in this proxy statement, we are referring to the following individuals, who are our only executive officers:

 

Gregory A. Demopulos, M.D., our president, chief executive officer and chairman of the board of directors, who is referred to as our CEO;

 

Michael A. Jacobsen, our vice president, finance, chief accounting officer and treasurer, who is referred to as our PFO; and

 

Marcia S. Kelbon, J.D., M.S., our vice president, patent and general counsel and secretary.

This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. The actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Executive Summary

Business Highlights

During 2016, we made significant progress in our commercial, clinical and preclinical programs. These advances included the items listed below.

 

OMIDRIA. We expanded sales of our FDA-approved commercial ophthalmology product OMIDRIA® (phenylephrine and ketorolac injection) 1%/0.3% in the U.S. OMIDRIA is approved by the U.S. Food and Drug Administration, or FDA, for use during cataract surgery or intraocular lens replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. Recorded net OMIDRIA product sales for the year ended December 31, 2016 were $41.4 million, an increase of 212% over net sales for the year ended December 31, 2015.

 

OMS721. We made several strides in the development of our OMS721 program. We initiated a Phase 3 clinical program with one single-arm (i.e., no control arm), open-label trial evaluating OMS721 in patients with newly diagnosed or ongoing atypical hemolytic uremic syndrome, or aHUS. Both the FDA and the European Medicines Agency, or EMA, advised that we are allowed to use data from this single Phase 3 trial to support a new drug application in the U.S. and a marketing authorization application in the EU. In addition, we are currently conducting two OMS721 Phase 2 clinical programs: one in patients with thrombotic microangiopathies, or TMAs; and a second Phase 2 clinical program in patients with complement-associated renal disorders, including immunoglobulin A, or IgA, nephropathy, membranous nephropathy, lupus nephritis and C3 glomerulopathy, in which patient dosing is underway. Positive data were generated from a Phase 2 clinical trial of OMS721 for the treatment of kidney disorders, including IgA nephropathy and membranous nephropathy, and positive results were obtained in patients with hematopoietic stem cell transplant-associated thrombotic microangiopathy, or HSCT-TMA, from a Phase 2 clinical trial of OMS721 in TMAs. We expect to initiate registration (e.g., Phase 3 clinical) programs in both IgA nephropathy and HSCT-TMA in 2017.

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OMS906. During the year we achieved several important developments in our OMS906 program. We generated in vivo data around multiple indications, including paroxysmal nocturnal hemoglobinuria, or PNH, and are advancing high-affinity, functionally active MASP-3 antibodies.

 

GPCR. We continued to advance multiple potential clinical candidates in our G protein-coupled receptor, or GPCR program. Most notably, we reported that our small-molecule inhibitors against GPR174, an orphan GPCR narrowly expressed in immune cells and linked to cancers, substantially and statistically significantly boost levels of cytokines and reduce the population of a subset of T cells known as regulatory T cells, both activities known to be important in cancer immunotherapy. These small-molecule inhibitors of GPR174 could provide a significant advance in cancer immunotherapy with meaningful potential advantages over current cancer immunotherapies in development, including chimeric antigen receptor-T lymphocyte, or CAR-T cell, therapy and checkpoint inhibitors.

Significant Executive Compensation Actions

We determine compensation for our named executive officers based on their ability to achieve operational goals that further our long-term business objectives and create sustainable long-term shareholder value in a cost-effective manner. As previously noted, compensation adjustments have not been made on a regular annual basis but, instead, are often made based on cash availability to preserve the company’s working capital and in recognition of milestone achievements. In 2016, in connection with the approval of stock option awards to all employees, our compensation committee approved two cycles of stock option awards to our named executive officers for company and individual performance in 2014 (which had not been awarded in 2015) and in 2015. In addition, in 2016 our compensation committee approved previously unawarded salary adjustments with respect to the 2013, 2014 and 2015 performance years, and a cash bonus for 2015 company and individual performance, in connection with salary adjustments and cash bonuses for 2015 performance for all employees.

In February 2017, our compensation committee approved stock option awards to our named executive officers in connection with the approval of stock option awards to all employees for company and individual performance in 2016. In addition, in 2017 we expect to award salary adjustments and grant bonuses to employees, including our named executive officers, on the basis of company and individual performance, for 2016 and to grant bonuses to our executive officers for one or more prior years’ performance (specifically, 2012, 2013 and 2014) for which bonuses were not paid.

Executive Compensation Philosophy and Objectives

We operate in a highly competitive business environment, which is constantly reshaped by medical advances, frequent changes to market and regulatory requirements and the emergence of new competitive technologies. To thrive in this environment, we must work rapidly to create and refine new development programs and product candidates, drive product candidates toward commercialization, achieve commercial objectives and demonstrate an ability to quickly identify and capitalize on new business opportunities. To achieve these goals, we need a highly talented team of technical and business professionals.

We compete with many other companies in seeking to attract and retain a skilled management team. To meet this challenge, we have employed a compensation philosophy of offering our executive officers competitive compensation and benefits packages that are focused on long-term shareholder value creation and rewarding our executive officers for achieving our strategic objectives.

We orient our executive compensation program to:

 

provide total compensation opportunities that enable us to recruit and retain executives with the experience and skills to manage the growth of our company and lead us to the next stage of development;

 

establish a clear alignment between the interests of our executives and the interests of our shareholders;

 

reinforce a culture of ownership, excellence and urgency; and

 

create a direct and meaningful link between company business results, individual performance and compensation.

Executive Compensation-Setting Process

Role of the Compensation Committee

The compensation committee of our board of directors is responsible for establishing our executive compensation philosophy and administering our executive compensation program, as well as determining and approving the compensation for our executive officers. The compensation committee periodically reports to our board of directors on its deliberations and actions. The compensation committee, with the assistance of Compensia, a national compensation consulting firm providing executive compensation advisory

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services, reviews our executive compensation program, including any incentive compensation plans, to determine whether they are appropriate, properly coordinated and achieve their intended purposes. In addition to the services mentioned above, Compensia also recommends to our board of directors or compensation committee any modifications of our existing plans, or new plans or programs, from time to time as requested by our board of directors or compensation committee.

Role of Management

In carrying out its responsibilities, the compensation committee works with members of our management, including our CEO. Typically, our senior management assists the compensation committee and Compensia by providing information on company and individual performance, market data and management’s perspective and recommendations on compensation matters. Our CEO reviews competitive market data compiled by Compensia and, after discussion with Compensia, makes recommendations to the compensation committee regarding the compensation of our executive officers and significant employees, including Ms. Kelbon and Mr. Jacobsen. Our CEO does not make recommendations with respect to his own compensation and excuses himself from compensation committee meetings when his compensation is discussed.

While the compensation committee solicits and reviews our CEO’s recommendations and proposals with respect to compensation-related matters and receives guidance from Compensia, the compensation committee makes its decisions independently and may consider factors and information other than our CEO’s recommendations and proposals.

Role of Compensation Consultant

The compensation committee is authorized to retain the services of compensation consultants and other advisors in connection with the establishment of cash and equity compensation plans and arrangements and related policies. The compensation committee has engaged Compensia to assist it in developing a set of executive compensation guiding principles, to evaluate the competitiveness of our executive officers’ compensation and to assist it in designing and implementing our executive compensation program. Compensia serves at the discretion of the compensation committee. Our compensation committee has evaluated Compensia’s independence using factors specified by the SEC and Nasdaq listing standards and has determined that the work performed by Compensia in 2016 does not give rise to any conflict of interest. Compensia provided advisory services to us with respect to executive and director compensation in 2016, but did not provide other services.

Use of Competitive Data

To assess the competitiveness of our executive compensation program and current compensation levels and to assist it in setting compensation levels, the compensation committee refers to compensation data compiled with respect to the compensation paid to executives in a peer group of comparable companies in our industry. Compensia developed this group, which we refer to as the Peer Group, with our input in 2014. Companies were selected for the Peer Group based on their similarities to Omeros, including their stage of development, number of development programs, revenue and market capitalization, as well as our expectations regarding commercialization of OMIDRIA. Compensation data for the companies comprising the Peer Group is gathered from public filings and supplemented by survey data from the Radford Global Life Sciences Survey. The Peer Group is comprised of the following companies:

 

Aegerion Pharmaceuticals, Inc.

Anika Therapeutics, Inc.

Arena Pharmaceuticals, Inc.

Avanir Pharmaceuticals, Inc.

Dendreon Corporation

Dyax Corp.

Exelixis, Inc.

Hyperion Therapeutics, Inc.

Insys Therapeutics, Inc.

MannKind Corporation

Momenta Pharmaceuticals, Inc.

NPS Pharmaceuticals, Inc.

Pacira Pharmaceuticals, Inc.

Spectrum Pharmaceuticals, Inc.

Sucampo Pharmaceuticals, Inc.

Vanda Pharmaceuticals Inc.

The compensation committee reviewed this Peer Group data when making its decisions about stock option awards in February 2016 and about stock option awards, salary increases and cash bonuses in December 2016. In addition, the compensation committee reviewed this Peer Group data when making its decisions about stock option awards in February 2017. Our compensation committee is evaluating adjustments to the Peer Group and expects, among other things, to remove companies that have been acquired or are no longer operating and replace them with comparable companies.

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Compensation Program Design

In 2016, compensation for our named executive officers consisted of base salary, stock option awards and certain employee benefits and perquisites, as well as the approval of cash bonuses. In most years, we expect that the compensation of our named executive officers will include equity awards and bonuses, however in some years we expect that the timing of compensation decisions may be delayed, or that we may elect to defer paying cash bonuses in order to preserve capital or fund other corporate priorities. For example, in 2016 we granted two cycles of equity awards, the first in February 2016 with respect to 2014 performance and the second in December 2016 with respect to 2015 performance, after making no annual performance equity grants to employees, including our named executive officers, in 2015. In December 2016 our compensation committee, in connection with the approval of bonuses to non-executive employees, approved a discretionary cash bonus for our named executive officers with respect to 2015 performance. In addition, in December 2016 our compensation committee increased the base salaries of our named executive officers, in connection with the increase of base salaries for all eligible employees at the vice president level and above, with respect to 2013, 2014 and 2015 performance, as no salary adjustments had been approved previously for those employees for those years.

Annual stock option award grants to employees, including our named executive officers, for 2016 company and individual performance were approved in February 2017. In 2017, we expect to approve base salary adjustments for employees, including the named executive officers, on the basis of company and individual performance in 2016, among other factors. We also expect to grant bonuses to employees in 2017 on the basis of company and individual performance in 2016 as well as, for some employees including our named executive officers, for performance, among other factors, in one or more prior years (specifically, 2012, 2013 and 2014) for which a bonus has not yet been paid.

We do not specifically allocate between short- and long-term compensation and equity and cash compensation. The compensation committee considers each compensation element separately and then reviews the total compensation to consider whether it is appropriate in light of our performance, our named executive officers’ individual performance and our liquidity requirements. The compensation committee also gives weight in making compensation decisions to relative internal pay equity among our named executive officers and significant employees as well as among our employees generally, commensurate with their relative contributions. The compensation committee annually reviews our executive compensation program to assess whether it creates an inappropriate or excessive risk that is likely to have a material adverse effect on us.

Response to “Say-on-Pay” Votes at our 2014 Annual Meeting of Shareholders

At our 2014 Annual Meeting of Shareholders, we conducted a non-binding advisory shareholder vote (a so-called “say-on-pay” vote) on the compensation of our named executive officers. At that meeting, 96% of the votes cast were voted in favor of our executive compensation policies and practices, as disclosed in the proxy statement for the meeting. Our compensation committee is mindful of the support our shareholders have expressed for our compensation policies and practices when evaluating our executive compensation program, policies and practices. As a result, our compensation committee decided to retain our general approach to executive compensation during its 2016 review of our executive compensation philosophy.

At the 2011 Annual Meeting of Shareholders, our shareholders voted on an advisory resolution to express their preference as to whether we should hold future say-on-pay votes every one, two or three years. Consistent with the board of directors’ recommendation, 68% of the votes cast were in favor of a frequency of once every three years. In light of this result, the board of directors determined that we would hold say-on-pay votes every three years until the next non-binding advisory vote on the frequency of future say-on-pay votes occurs. We are conducting a say-on-pay vote and vote on the frequency of future say-on-pay votes at the 2017 Annual Meeting.

Executive Compensation Program Components

The following is a description of each component of our executive compensation program, the rationale for each component and how awards are determined.

Base Salary

Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers. The compensation committee reviews the base salaries of our named executive officers each year. In assessing these base salary levels, the compensation committee considers market competitiveness based on Peer Group and survey data, the executive officer’s past and expected future contribution to Omeros, his or her knowledge, experience and responsibilities and the relative base salaries and responsibilities of the other members of our management team.

16


In December 2016, the compensation committee increased the base salaries of Dr. Demopulos, Mr. Jacobsen and Ms. Kelbon, in connection with the increase of base salaries for all eligible employees at the vice president level and above, for individual and company performance in 2013, 2014 and 2015 (with Mr. Jacobsen receiving a partial adjustment for 2013, as he joined the company as an employee in September 2013). After reviewing competitive market data as well as Peer Group data and considering the performance of our named executive officers, their importance to the organization and relative internal pay equity between executives, the compensation committee increased the base salaries for each of Dr. Demopulos and Ms. Kelbon by three percent for each of the relevant performance years. Additionally, the compensation committee increased the base salary for Mr. Jacobsen by three percent for performance years 2013 (prorated) and 2014 and adjusted Mr. Jacobsen’s base salary to $335,000 effective as of April 1, 2016 for the 2015 performance year. Consistent with our implementation of company-wide salary changes in prior years, the compensation committee made these base salary increases retroactive to April 1, 2014, April 1, 2015 and April 1, 2016, respectively, by making a lump-sum payment in 2017 to Dr. Demopulos, Mr. Jacobsen and Ms. Kelbon in an amount equal to the difference between their respective base salaries paid from such date through the effective date of the increase and the higher adjusted salary rate for the same period. The amount of such payments to Dr. Demopulos, Mr. Jacobsen and Ms. Kelbon were $107,418, $51,779 and $55,362, respectively. Base salary rates in 2016 for our named executive officers, after giving effect to this salary increase, were as follows:

 

 

 

Adjusted

 

Named Executive Officer

 

2016 Base Salary

 

Gregory A. Demopulos, M.D.

 

$

731,581

 

Michael A. Jacobsen

 

$

335,000

 

Marcia S. Kelbon, J.D., M.S.

 

$

377,045

 

Bonuses

Our compensation committee has the authority and discretion to award annual bonuses to our named executive officers. The purpose of annual bonuses is to provide incentives for our named executive officers and other employees to provide incentives to achieve the annual corporate and individual performance objectives developed from our annual business review and adjusted during the year to reflect any changes in our operating plans and strategy. We believe these bonuses will provide an effective tool to motivate and retain our employees, including our named executive officers, and achieve our business objectives. Annual bonuses may be paid in the form of cash and/or additional equity grants.

With respect to our payment of bonuses, the compensation committee will first establish a target bonus amount for each named executive officer. This amount is calculated as a percentage of the officer’s base salary, which can range from 20% to 100% for an individual performance year. The target amounts are reviewed and revised as needed to align with competitive market compensation paid to similarly situated executives in our identified peer group and to properly address individual responsibilities and experience, internal pay equity and other factors. The extent to which these target amounts are awarded is based primarily upon an assessment of corporate achievement of the performance objectives, with consideration also being given to an assessment of each executive’s achievement of individual performance objectives.

Preliminary corporate performance objectives are established by the board of directors as corporate goals that reflect our business priorities for the year, with input from our named executive officers as well as other senior management employees, and may be weighted by relative importance. Corporate performance objectives are generally based on any one or more of the performance criteria that are described in our Omeros Corporation 2017 Omnibus Incentive Compensation Plan (see “Proposal 4--Omeros Corporation 2017 Omnibus Compensation Plan--Summary of the 2017 Plan--Application of Section 162(m) of the Code”).

The compensation committee, with consultation from the board of directors, will review the goals and their weightings to determine and confirm their appropriateness for use as performance measurements for purposes of named executive officer compensation. The goals and/or weightings may be re-visited during the year and potentially restated in the event of significant changes in corporate strategy or the occurrence of significant corporate events. The compensation committee retains full discretion to adjust individual target amounts upwards for exceptional performance and to otherwise adjust target amounts upwards or downwards to respond to changes in competitive compensation or other factors not measured by corporate or individual performance in any given year, except where the compensation committee intends for the incentive compensation to comply with Section 162(m) requirements and such adjustment is not permitted under those requirements. In addition, depending on the company’s cash position, the compensation committee has the discretion, after consulting with the board of directors and our CEO, to not pay cash bonuses to conserve cash and support ongoing development programs and commercialization efforts.

As noted above, in December 2016 the compensation committee, in connection with the approval of salary adjustments and bonuses to non-executive employees, reviewed our executive compensation program and approved a discretionary cash bonus for Dr. Demopulos of $248,595, Mr. Jacobsen of $51,880 and Ms. Kelbon of $64,061, in each case based on company and individual performance in 2015. The maximum target bonus opportunity with respect to 2015 was 50% with respect to Dr. Demopulos and 25% with respect to Mr. Jacobsen and to Ms. Kelbon. Taking into account the corporate milestones achieved in 2015, including OMIDRIA

17


sales, working capital levels, positive clinical data and other clinical developments, as well as individual performance, our compensation committee approved a discretionary cash bonus equal to 35% of the as-adjusted 2015 base salary for Dr. Demopulos and 17.5% of the as-adjusted 2015 base salary for Mr. Jacobsen and for Ms. Kelbon.

Other than with respect to the bonuses as described above for 2015, we have not paid bonuses to our employees at the vice president level and above, including our named executive officers, since 2012. However, we expect that we will pay bonuses to our employees at the vice president level and above, including our named executive officers, in 2017. We expect that the compensation committee will take into account our achievements in 2016 and prior years for which bonuses have not been paid (i.e., 2012, 2013 and 2014) when evaluating the amount of bonuses to be paid with respect to prior years. These factors may include the approval of OMIDRIA in the U.S. in 2014; the initiation of OMIDRIA sales in foreign countries in 2016; the achievement of OMIDRIA sales levels in 2016; the receipt of pass-through reimbursement status for OMIDRIA in 2014; the submission of key regulatory filings by the company in 2013; the receipt of regulatory approvals in 2013; the initiation of clinical trials with respect to our OMS721 program in 2013 and 2016; the generation of positive clinical, preclinical and/or nonclinical data in 2012, 2013 and 2016; the achievement of working capital level targets in 2012 and 2016; and/or the successful completion of equity and/or debt financing transactions in 2016. We expect that the amount of bonuses for our named executive officers for each such prior year will be 15% to 60% of the officer’s base salary for the applicable year.

Equity Compensation

We use equity awards to provide incentives and to reward our named executive officers for long-term corporate performance based on the value of our common stock and thereby align the interests of our executive officers with those of our shareholders. Historically, we have not applied a rigid formula in determining the size of the equity awards that were granted to our executive officers. Instead, the compensation committee has exercised its judgment, taking into consideration, among other things, Peer Group data compiled by, and the counsel of, Compensia as well as company performance, an evaluation of the expected and actual performance of each named executive officer, each named executive officer’s responsibilities, experience, skills and contributions, the cash compensation received by each named executive officer, relative internal pay equity and market conditions. The compensation committee generally also considers the existing equity holdings of each named executive officer, including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our objectives of retaining and incentivizing our executive officers. Based on these factors, the compensation committee, with guidance from Compensia, determines the size of each award at levels it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term shareholder value. The compensation committee has historically granted equity awards in the form of stock options, although it is authorized to grant other types of equity awards, including restricted stock and restricted stock units, and may do so in the future.

The compensation committee usually grants stock option awards annually. After not granting stock option awards in 2015, the compensation committee granted stock option awards to our employees, including our named executive officers, in February 2016 and in December 2016. These awards took into account company and individual performance in 2014 and 2015, respectively. In determining the size of the stock option awards for the named executive officers, the compensation committee considered the approval of OMIDRIA in the U.S. and the EU; the U.S. market launch of OMIDRIA; the achievement of OMIDRIA sales levels; the receipt of pass-through reimbursement status for OMIDRIA; the submission of key regulatory filings by the company; the receipt of regulatory approvals pertaining to our clinical trials; the initiation of clinical trials with respect to our OMS721 program; the generation of positive clinical, preclinical and/or nonclinical data; the achievement of working capital level targets; and the successful completion of equity and debt financing transactions and, generally, the achievements that drive value for the company.

Although the compensation committee does not maintain a fixed date for making compensation determinations, our compensation program changes historically have been made effective in April of each year. These stock option awards vest in equal monthly installments over a four-year period beginning on the vesting commencement date. The per share exercise price for our stock option awards is equal to the fair market value of our common stock on the date of grant. The fair market value is the closing public trading price of our common stock on the date of grant or, if the equity award is granted on a day when the trading market for our common stock is closed, the closing public trading price on the most recent trading day. Consistent with our historical practice, the vesting commencement dates of the stock option awards granted in February 2016 and December 2016 were made retroactive to April 2015 and April 2016, respectively, with vesting occurring in equal monthly installments over a four-year period beginning on the respective vesting commencement date.

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The February 2016 and December 2016 stock option awards for our named executive officers were as follows:

 

 

 

Number of Shares of Common

Stock Underlying Stock Option Awards

 

Named Executive Officer

 

Granted February 2016(1)

 

 

Granted December 2016(2)

 

Gregory A. Demopulos, M.D.

 

 

400,000

 

 

 

400,000

 

Michael A. Jacobsen

 

 

85,000

 

 

 

85,000

 

Marcia S. Kelbon, J.D., M.S.

 

 

80,000

 

 

 

80,000

 

 

(1)

These stock option awards have a per share exercise price of $10.27.

(2)

These stock option awards have a per share exercise price of $10.56.

Retirement and Other Benefits

We have established a broad-based tax-qualified Section 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Under this plan, participants may elect to make pre-tax contributions, or post-tax contributions under a Roth option, of up to 100% of their current compensation, not to exceed the applicable statutory income tax limitation (which was $18,000 in 2016, or $24,000 if over age 50). We did not match contributions made by participants in the plan in 2016. Beginning January 1, 2017, we began an annual matching program for contributions made by participants in the plan. The company contribution is a dollar-for-dollar match of the amounts participants contribute to the plan up to 4% of their eligible earnings (i.e., salary, bonus and sales commissions), up to a maximum participant match of $4,000 per year. Participants must be employed with the company at December 31 of each year to be eligible for the matching contribution. The matching contribution vests at 25% per year beginning upon the participant’s initial employment at the company. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code, or the Code, so that deferral contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan.

Additional benefits received by our employees, including our named executive officers, consist of medical, dental and vision benefits, medical and dependent care flexible spending accounts, short- and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. These benefits are provided to our named executive officers on the same basis as to all of our full-time employees.

We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Historically, with the exception of parking expenses, we only have provided perquisites or other personal benefits to our CEO. Pursuant to the terms of his employment agreement, we paid certain expenses incurred by our CEO, including his medical malpractice insurance premiums and practice fees so that he may continue to practice medicine as well as parking expenses and business-related information technology expenses. We believe that his ability to maintain his position as a practicing surgeon is beneficial to our corporate objectives including, for example, by providing him with insight in determining the strategic direction of the company and our specific drug development programs as well as establishing relationships with key medical opinion leaders.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, however, we may provide such items in limited circumstances, such as when we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executives more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to significant perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee. Our named executive officers are not eligible to receive any tax “gross-ups” or other tax reimbursement payments.

Employment Agreement and Post-Employment Compensation

Except for our CEO, we do not have formal employment agreements with our named executive officers. For a summary of the material terms and conditions of the employment agreement with our CEO, see “Employment Agreement with Gregory A. Demopulos, M.D.” below in this proxy statement. Our CEO’s current employment agreement, which was entered into in 2010, was deemed necessary by our compensation committee to provide a competitive compensation package to retain someone with his unique skill set and medical expertise. At the same time, the compensation committee was sensitive to the need to balance the market competitiveness with the financial limitations of a development-stage life sciences company. As part of his pay package, the CEO’s

19


employment agreement includes certain protections in the event of his termination of employment under specified circumstances, including following a change in control of our company. The compensation committee determined that these protections were necessary to induce our CEO to limit his medical practice in exchange for the uncertainty of a demanding position in the company. The compensation committee believes that these protections continue to serve a retention purpose and help our CEO maintain his focus on his duty to maximize shareholder value if there is a potential transaction that could involve a change in control of our company. The terms of his agreement were determined by the compensation committee based on negotiations with our CEO. For a summary of the material terms and conditions of these provisions, see “Potential Payments upon Termination or Change in Control” below in this proxy statement.

In addition, we provide all of our employees, including our named executive officers, with certain change in control vesting benefits for their equity compensation. We have provided this benefit to encourage our employees to focus on their responsibilities and not be distracted by the potential effect of a change in control on their employment situation. For a summary of the material terms and conditions of these benefits, see “Potential Payments upon Termination or Change in Control” below in this proxy statement.

Hedging and Pledging Policy

Under our insider trading policy, all of our employees, including our executive officers, as well as our directors are prohibited from engaging in short sales of our stock as well as in transactions in publicly traded options, such as puts and calls, or in other derivative securities of our common stock, with the exception of securities issued pursuant to our compensatory benefit plans. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. Our insider trading policy also prohibits our executive officers and directors from pledging our securities as collateral for loans or holding our securities in margin accounts in which the securities may be sold without the officer’s or director’s consent unless certain preclearance requirements and restrictions are satisfied including approval by our board of directors or the audit committee of the board of directors. As permitted by our insider trading policy, exemptions were granted with respect to our CEO and The Demopulos Family Trust in 2015 to permit each to pledge shares of Omeros common stock as collateral for a line of credit.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Generally, Section 162(m) of the Code disallows a tax deduction to any publicly held corporation for any remuneration in excess of $1.0 million paid in any taxable year to its chief executive officer and each of its other three most highly-compensated executive officers (other than its chief financial officer). In certain circumstances, remuneration in excess of $1.0 million may be deducted if it (i) qualifies as “performance-based compensation” within the meaning of the Code or (ii) is paid under a plan that existed before a company completes its initial public offering if the awards under the plan are granted within a specified period following the initial public offering. At present, awards granted after May 24, 2013 under our 2008 Equity Incentive Plan, or the 2008 Plan, do not qualify for either exemption because the exemption following completion of our initial public offering expired after the 2013 Annual Meeting of Shareholders. As described above, the compensation committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards executive officers necessary for the company’s success. Accordingly, while the compensation committee considers all elements of the cost to us of providing compensation in approving the amount and form of compensation for our executives, the compensation committee may, in its judgment, authorize compensation payments that do not comply with an exemption from the 162(m) deductibility limit when it believes that such payments are appropriate to attract, retain and reward executive talent and to promote our corporate objectives.

Taxation of “Parachute” Payments and Deferred Compensation

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our company that exceeds certain prescribed limits, and that our company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We are not obligated to provide any named executive officer with a “gross-up” or other reimbursement payment for any tax liability that may become payable as a result of the application of Sections 280G or 4999.

Section 409A of the Code imposes significant additional taxes if an executive officer, director or service provider receives “deferred compensation” that does not satisfy the restrictive conditions of the provision. Although we did not have a traditional nonqualified deferred compensation plan in place for executives during 2016, Section 409A applies to certain equity awards and severance arrangements. We believe that we have structured equity awards in a manner intended to comply with the applicable Section 409A conditions.

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Accounting for Stock-Based Compensation

We follow FASB ASC Topic 718, Compensation — Stock Compensation, for our stock-based compensation awards. FASB ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. FASB ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management and, based on such review and discussion, has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2016.

COMPENSATION COMMITTEE

Ray Aspiri, Chairman

Thomas J. Cable

Leroy E. Hood, M.D., Ph.D.

Equity Compensation Plan Information

The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2016:

 

 

 

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

 

 

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

 

 

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

 

Equity compensation plans approved by security holders:

 

 

 

 

 

 

 

 

 

 

 

 

2008 Equity Incentive Plan(1)

 

 

9,628,517

 

 

$

9.79

 

 

 

524,145

 

Amended and Restated 1998 Stock Option Plan

 

 

180,788

 

 

 

2.40

 

 

 

-

 

nura inc.

 

 

69

 

 

 

10.63

 

 

 

-

 

Total

 

 

9,809,374

 

 

$

9.66

 

 

 

524,145

 

 

(1)

The 2008 Plan provides for the grant of incentive and nonstatutory stock options, restricted stock, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants. The 2008 Plan also allows any shares returned under our Amended and Restated 1998 Stock Option Plan, or the 1998 Plan, as a result of cancellation of options or repurchase of shares issued pursuant to the 1998 Plan, to be issued under the 2008 Plan. In addition, the 2008 Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of each year equal to the lower of: (i) five percent of the outstanding shares of our common stock on the last day of the preceding year; (ii) 1,785,714 shares; and (iii) such other amount as our board of directors may determine. On January 1, 2017, an additional 1,785,714 shares became available for future issuance under the 2008 Plan in accordance with the annual increase. These additional shares from the annual increase are not included in the table above.

 

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Summary Compensation Table

The following table reflects our named executive officers’ compensation for the years ended December 31, 2016, 2015 and 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

 

Incentive Plan

 

 

All Other

 

 

 

 

 

 

 

 

 

Salary

 

 

Bonus

 

 

Awards

 

 

Compensation

 

 

Compensation

 

 

Total

 

Name and Principal Position

 

Year

 

($)(1)

 

 

($)

 

 

($)(2)

 

 

($)

 

 

($)(3)

 

 

($)

 

Gregory A. Demopulos, M.D.

 

2016

 

 

776,918

 

 

 

248,595

 

 

 

5,340,280

 

 

 

 

 

 

15,163

 

 

 

6,380,956

 

President, Chief Executive Officer and

 

2015

 

 

669,500

 

 

 

 

 

 

 

 

 

 

 

 

14,092

 

 

 

683,592

 

Chairman of the Board of Directors

 

2014

 

 

684,125

 

 

 

 

 

 

3,236,715

 

 

 

 

 

 

17,195

 

 

 

3,938,035

 

Michael A. Jacobsen

 

2016

 

 

336,778

 

 

 

51,880

 

 

 

1,134,810

 

 

 

 

 

 

2,573

 

 

 

1,526,041

 

Vice President, Finance, Chief Accounting

 

2015

 

 

285,000

 

 

 

 

 

 

 

 

 

 

 

 

2,545

 

 

 

287,545

 

Officer and Treasurer

 

2014

 

 

285,000

 

 

 

 

 

 

719,720

 

 

 

 

 

 

2,398

 

 

 

1,007,118

 

Marcia S. Kelbon, J.D., M.S.

 

2016

 

 

400,412

 

 

 

64,061

 

 

 

1,068,056

 

 

 

 

 

 

2,619

 

 

 

1,535,148

 

Vice President, Patent and General

 

2015

 

 

345,050

 

 

 

 

 

 

 

 

 

 

 

 

2,640

 

 

 

347,690

 

Counsel and Secretary

 

2014

 

 

352,587

 

 

 

 

 

 

791,197

 

 

 

 

 

 

2,456

 

 

 

1,146,240

 

 

(1)

The 2016 salary amounts include lump sum payments for each of our named executive officers made in 2017 for salary adjustments that were approved in 2016 and applied retroactively to April 2014, April 2015 and April 2016. The 2014 salary amounts include lump sum payments for each of our named executive officers made in 2014 for salary adjustments that were approved in 2014 and applied retroactively to April 2013.

(2)

Amounts shown in this column do not reflect compensation realized by the named executive officers. Instead, the dollar amounts reported in this column represent the grant date fair value of option awards granted to our named executive officers during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. Realization of the compensation reported in this column, if any, is dependent upon the price of our common stock at the time the stock options are exercised.

(3)

All Other Compensation includes perquisites and other personal benefits paid to Dr. Demopulos of $14,413, $13,312 and $16,694 in 2016, 2015 and 2014, respectively. Perquisites and personal benefits provided in 2016 consisted of expenses incurred by Dr. Demopulos to retain his medical license, including medical malpractice insurance premiums and practice fees, parking expenses, business-related information technology expenses and a portion of his business-related travel expenses.

2016 Grants of Plan-Based Awards

The following table shows certain information regarding grants of plan-based awards made to our executive officers for the year ended December 31, 2016.

 

 

 

 

 

All Other Option

 

 

 

 

 

 

 

 

 

 

 

Awards: Number

 

 

Exercise or Base

 

Grant Date Fair

 

 

 

 

 

of Securities

 

 

Price of Option

 

Value of Stock and

 

 

 

 

 

Underlying Options

 

 

Awards

 

Option Awards

 

Name

 

Grant Date

 

(#)(1)

 

 

($/Sh)

 

($)(2)

 

Gregory A. Demopulos, M.D.

 

02/19/16

 

 

400,000

 

(3)

10.27

 

 

2,609,040

 

 

 

12/05/16

 

 

400,000

 

(4)

10.56

 

 

2,731,240

 

Michael A. Jacobsen

 

02/19/16

 

 

85,000

 

(3)

10.27

 

 

554,421

 

 

 

12/05/16

 

 

85,000

 

(4)

10.56

 

 

580,389

 

Marcia S. Kelbon, J.D., M.S.

 

02/19/16

 

 

80,000

 

(3)

10.27

 

 

521,808

 

 

 

12/05/16

 

 

80,000

 

(4)

10.56

 

 

546,248

 

 

(1)

These option awards were granted under the 2008 Plan.

(2)

Amounts shown in this column do not reflect compensation realized by the named executive officers. Instead, the dollar amounts reported in this column represent the grant date fair value of option awards granted to our named executive officers during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. Realization of the compensation reported in this column, if any, is dependent upon the price of our common stock at the time the stock options are exercised.

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(3)

The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period that began on April 1, 2015.

(4)

The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period that began on April 1, 2016.

 

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table reflects outstanding equity awards held by each of the named executive officers as of December 31, 2016.

 

 

 

Number of

 

 

 

Number of

 

 

 

 

 

 

 

 

 

Securities

 

 

 

Securities

 

 

 

 

 

 

 

 

 

Underlying

 

 

 

Underlying

 

 

 

 

 

 

 

 

 

Unexercised

 

 

 

Unexercised

 

 

 

 

 

 

 

 

 

Options (#)

 

 

 

Options (#)

 

 

Option Exercise

 

 

Option Expiration

Name

 

Exercisable

 

 

 

Unexercisable

 

 

Price ($)

 

 

Date

Gregory A. Demopulos, M.D.

 

 

102,040

 

(1)

 

 

 

 

 

2.45

 

 

12/29/17

 

 

 

215,000

 

(2)

 

 

 

 

 

6.31

 

 

04/06/20

 

 

 

110,000

 

(3)

 

 

 

 

 

6.31

 

 

04/06/20

 

 

 

260,000

 

(4)

 

 

 

 

 

4.10

 

 

01/08/22

 

 

 

275,000

 

(5)

 

 

 

 

 

10.40

 

 

10/07/22

 

 

 

328,125

 

(7)

 

 

21,875

 

 

 

9.37

 

 

09/25/23

 

 

 

23,437

 

(7)

 

 

1,563

 

 

 

11.19

 

 

10/02/23

 

 

 

309,369

 

(9)

 

 

140,631

 

 

 

11.58

 

 

10/29/24

 

 

 

174,997

 

(10)

 

 

225,003

 

 

 

10.27

 

 

02/19/26

 

 

 

74,998

 

(11)

 

 

325,002

 

 

 

10.56

 

 

12/05/26

Michael A. Jacobsen

 

 

86,250

 

(8)

 

 

17,250

 

 

 

9.37

 

 

09/25/23

 

 

 

68,748

 

(9)

 

 

31,252

 

 

 

11.58

 

 

10/29/24

 

 

 

37,186

 

(10)

 

 

47,814

 

 

 

10.27

 

 

02/19/26

 

 

 

15,937

 

(11)

 

 

69,063

 

 

 

10.56

 

 

12/05/26

Marcia S. Kelbon, J.D., M.S.

 

 

75,000

 

(2)

 

 

 

 

 

6.05

 

 

03/28/20

 

 

 

13,040

 

(6)

 

 

 

 

 

6.05

 

 

03/28/20

 

 

 

87,529

 

(4)

 

 

 

 

 

4.10

 

 

01/08/22

 

 

 

90,000

 

(5)

 

 

 

 

 

10.40

 

 

10/07/22

 

 

 

97,031

 

(7)

 

 

6,469

 

 

 

9.37

 

 

09/25/23

 

 

 

75,623

 

(9)

 

 

34,377

 

 

 

11.58

 

 

10/29/24

 

 

 

34,999

 

(10)

 

 

45,001

 

 

 

10.27

 

 

02/19/26

 

 

 

14,999

 

(11)

 

 

65,001

 

 

 

10.56

 

 

12/05/26

 

(1)

1/4 of the shares subject to this option award vested on December 30, 2008 and 1/48th of the shares subject to this option award vested each month thereafter.

(2)

The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on March 1, 2010.

(3)

The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on February 28, 2009.

(4)

The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on April 1, 2011.

(5)

The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on April 1, 2012.

(6)

The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on October 1, 2009.

(7)

The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period that began on April 1, 2013.

(8)

1/4 of the shares subject to this option award vested on September 3, 2014 and 1/48th of the shares subject to this option award vest each month thereafter.

(9)

The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period that began on April 1, 2014.

23


(10)

The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period that began on April 1, 2015.

(11)

The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period that began on April 1, 2016.

2016 Option Exercises and Stock Vested

The following table shows certain information regarding option exercises by our named executive officers during the year ended December 31, 2016.

 

 

 

Number of

 

 

 

 

 

 

 

Shares Acquired

 

 

Value Realized on

 

Name

 

on Exercise (#)

 

 

Exercise ($)(1)

 

Gregory A. Demopulos, M.D.

 

 

893,407

 

 

 

8,918,571

 

Michael A. Jacobsen

 

 

 

 

 

 

Marcia S. Kelbon, J.D., M.S.

 

 

171,375

 

 

 

1,919,438

 

 

(1)

Represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the option award.

Potential Payments upon Termination or Change in Control

Pursuant to our employment agreement with Dr. Demopulos we are required to make payments to him upon termination of his employment in the circumstances described below. In addition, under the terms of our equity incentive plans, all of our named executive officers and significant employees are entitled to acceleration of vesting of their option awards upon a change in control. These arrangements are discussed below.

Employment Agreement with Gregory A. Demopulos, M.D.

Overview. We entered into an employment agreement with Dr. Demopulos dated April 7, 2010 related to his service as our president and chief executive officer. Pursuant to the terms of his employment agreement, Dr. Demopulos is an at-will employee and was entitled to receive an initial annual base salary of $600,000, which our compensation committee reviews at least annually. In December 2016, our compensation committee increased Dr. Demopulos’ annual base salary to $731,581 from $669,500, effective as of April 2016. We may not reduce Dr. Demopulos’ annual base salary without his consent. Dr. Demopulos is entitled to participate in awards under our equity compensation and/or equity incentive plans at a level and on terms commensurate with his position and responsibilities, and no less favorable than those applicable to chief executive officers of peer companies as reasonably determined by the compensation committee, taking into account the recommendation of our independent compensation consultants. Dr. Demopulos also is entitled to participate in any employee benefit and fringe benefit plans that we make available to our executive employees, such as our equity compensation plans, 401(k) plan, disability and life insurance and company-paid health insurance. We also have agreed to allow Dr. Demopulos to maintain his status as a board-eligible orthopedic and hand and microvascular surgeon, which includes his performance of surgical procedures on a limited basis, and have agreed to pay related malpractice insurance and professional fees, which were $10,619 in 2016. We believe that Dr. Demopulos’ ability to maintain his standing as a practicing surgeon is beneficial to our corporate objectives including, for example, providing him with insight in determining the strategic direction of the company and our specific drug development programs, as well as establishing relationships with key medical opinion leaders.

The employment agreement prohibits Dr. Demopulos from carrying on any business or activity, directly or indirectly, in direct competition with us or soliciting our employees to terminate their employment with us or to work with one of our competitors during his employment and for a period of up to two years following termination of his employment. In addition, the employment agreement prohibits him from soliciting or attempting to influence any of our customers or clients to purchase products from our competitors rather than our products.

The compensation due to Dr. Demopulos pursuant to his employment agreement in the event of the termination of his employment with us varies depending upon the nature of the termination.

Termination Without Cause or for Good Reason. Dr. Demopulos’ employment agreement provides that if we terminate his employment without “cause,” as defined below, or if he terminates his employment with us for “good reason,” as defined below, then until the earlier of (1) two years from the date of his termination and (2) his start date with a new employer that pays him an annual base salary at least equal to the annual base salary we paid to him prior to his termination (provided that if he terminates his employment for good reason because of a reduction in his annual base salary, then the annual base salary that will be measured will be

24


the annual base salary we paid him prior to such reduction), we will be obligated to pay him on our regularly scheduled payroll dates on an annualized basis:

 

the annual base salary he was receiving as of his termination, provided that if he terminates his employment for good reason because of a reduction in his annual base salary, then the annual base salary we will be obligated to pay him will be his annual base salary in effect prior to such reduction; plus

 

the greater of (1) the average annual bonus he received in the preceding two calendar years and (2) any bonus he would have been entitled to in the year of his termination as determined by our board of directors in good faith.

In addition, if we terminate Dr. Demopulos’ employment without cause or if he terminates his employment with us for good reason, all of his unvested option awards will immediately vest and become exercisable until the maximum term of the respective option awards and all unvested restricted shares he holds will immediately vest. Dr. Demopulos and his eligible dependents may also continue to participate in all health plans we provide to our executive employees on the same terms as our employees for a period of up to two years from the date of his termination, unless his new employer provides comparable coverage.

“Cause” is defined under Dr. Demopulos’ employment agreement to mean:

 

his willful misconduct or gross negligence in the performance of his duties, including his refusal to comply in any material respect with the legal directives of our board of directors so long as such directives are not inconsistent with his position and duties, and such refusal to comply is not remedied within 10 working days after written notice from the board of directors;

 

dishonest or fraudulent conduct that materially discredits us, a deliberate attempt to do an injury to us or conduct that materially discredits us or is materially detrimental to our reputation, including conviction of a felony; or

 

his material breach, if incurable, of any element of his confidential information and invention assignment agreement with us, including without limitation, his theft or other misappropriation of our proprietary information.

Dr. Demopulos may terminate his employment for “good reason” if he terminates his employment with us within 120 days of the occurrence of any of the following events:

 

any material diminution in his authority, duties or responsibilities;

 

any material diminution in his base salary;

 

we relocate his principal work location to a place that is more than 50 miles from our current location; or

 

we materially breach his employment agreement.

If any of the above events have occurred as a result of our action, we will have 30 days from notice of such event from Dr. Demopulos to remedy the situation, in which case Dr. Demopulos will not be entitled to terminate his employment for good reason related to the event.

If Dr. Demopulos’ employment had been terminated without cause or if he had terminated his employment with good reason on December 30, 2016, he would have been entitled to receive an annual base salary of $731,581, payable on a bi-monthly basis over a period of up to two years from the date of termination. In addition, option awards with a value of $12,031 would automatically vest upon his termination, which is the difference between $9.92, the closing trading price of our common stock on December 30, 2016, and the exercise price of the outstanding option awards held by Dr. Demopulos with an exercise price less of than $9.92 per share, multiplied by the number of shares subject to each such option award that would have vested on his termination date.

Dr. Demopulos and his eligible dependents would also be entitled to participate in the health plans we provide to our employees for a period of up to two years from the date of his termination at a cost to us of approximately $14,742.

Termination for Cause, Voluntary Termination, Death or Disability. If we terminate Dr. Demopulos’ employment for cause, if he voluntarily terminates his employment with us other than for good reason, or if his employment is terminated as a result of his death or “disability,” as defined below, Dr. Demopulos will be entitled to receive payments for all earned but unpaid salary, bonuses and vacation time, but he will not be entitled to any severance benefits.

“Disability” is defined under Dr. Demopulos’ employment agreement as his inability to perform his duties as the result of his incapacity due to physical or mental illness, and such inability, which continues for at least 120 consecutive calendar days or 150 calendar days during any consecutive 12-month period, if shorter, after its commencement, is determined to be total and permanent by a physician selected by us and our insurers and acceptable to Dr. Demopulos.

25


Second Amended and Restated 1998 Stock Option Plan and 2008 Equity Incentive Plan

Pursuant to our Second Amended and Restated 1998 Stock Option Plan, or 1998 Plan, and our 2008 Plan, in the event of a change in control, as separately defined in each equity plan, the vesting of option awards issued pursuant to such plans and held by our then-current employees, including those held by Dr. Demopulos, Mr. Jacobsen and Ms. Kelbon, will be accelerated to the extent of 50% of the remaining unvested shares. If there is no assumption or substitution of outstanding option awards by the successor corporation in the change in control, the option awards will become fully vested and exercisable immediately prior to the change in control. In addition, if within 12 months following a change in control Dr. Demopulos, Mr. Jacobsen, Ms. Kelbon or another significant employee is terminated without “cause” or as a result of a “constructive termination,” as such terms are defined below, any outstanding option awards held by him or her, as applicable, that we issued pursuant to the 1998 Plan or 2008 Plan will become fully vested and exercisable. The amounts under these plans that our named executive officers would have received under each of these scenarios appear in the table below. The 2008 Plan and 1998 Plan define key terms relating to the change in control provisions as follows:  

 

a “change in control” means a proposed sale of all or substantially all of our assets, or the merger of us with or into another corporation, or other change in control;

 

a termination for “cause” means a termination of an employee for any of the following reasons: (1) his or her willful failure to substantially perform his or her duties and responsibilities to us or a deliberate violation of a company policy; (2) his or her commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to us; (3) unauthorized use or disclosure by him or her of any proprietary information or trade secrets of ours or any other party to whom he or she owes an obligation of nondisclosure as a result of his or her relationship with us; or (4) his or her willful breach of any of his or her obligations under any written agreement or covenant with us; and

 

a “constructive termination” means the occurrence of any of the following events: (1) there is a material adverse change in an employee’s position causing such position to be of materially reduced stature or responsibility; (2) a reduction of more than 30% of an employee’s base compensation unless in connection with similar decreases of other similarly situated employees; or (3) an employee’s refusal to comply with our request to relocate to a facility or location more than 50 miles from our current location; provided that in order for an employee to be constructively terminated, he or she must voluntarily terminate his or her employment within 30 days of the applicable material change or reduction.

Equity Acceleration Upon a Change in Control

The following table summarizes the value that Dr. Demopulos, Mr. Jacobsen and Ms. Kelbon would have derived from the acceleration of outstanding equity awards had a change in control (and certain other events, as applicable) occurred on December 30, 2016. The amounts below represent the difference between $9.92, the closing trading price of our common stock on December 30, 2016, and the exercise price of the option awards with an exercise price of less than $9.92 per share held by these individuals, multiplied by the number of shares subject to such option awards that would have vested pursuant to the terms of the 2008 Plan and 1998 Plan on December 30, 2016 upon the occurrence of each of the events identified in the table below.

 

 

 

 

 

 

 

 

 

 

 

Termination Without

Cause or

 

 

 

Option Awards

 

 

Option Awards

 

 

Constructive Termination

 

 

 

Assumed by

 

 

Not Assumed

 

 

Within 12 Months of

 

Name

 

Successor ($)

 

 

by Successor ($)

 

 

Change in Control ($)

 

Gregory A. Demopulos, M.D.

 

 

6,016

 

 

 

12,031

 

 

 

12,031

 

Michael A. Jacobsen

 

 

4,744

 

 

 

9,488

 

 

 

9,488

 

Marcia S. Kelbon, J.D., M.S.

 

 

1,779

 

 

 

3,558

 

 

 

3,558

 

 

 

26


TRANSACTIONS WITH RELATED PERSONS

The following is a summary of transactions since January 1, 2016 to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors or beneficial holders of more than five percent of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are described elsewhere in this proxy statement.

Technology Transfer Agreements

We are party to a June 1994 technology transfer agreement with Gregory A. Demopulos, M.D. pursuant to which he irrevocably transferred to us all of his intellectual property rights in our PharmacoSurgery® platform. In December 2001, we entered into a second technology transfer agreement with Dr. Demopulos pursuant to which he irrevocably transferred to us all of his intellectual property rights in our Chondroprotective program, around which we have suspended activity due to resource prioritization but continue to maintain our related intellectual property rights. Other than his rights as a shareholder, Dr. Demopulos has not retained any rights to our PharmacoSurgery platform or Chondroprotective program, except that if we file for liquidation under Chapter 7 of the U.S. Bankruptcy Code or voluntarily liquidate or dissolve, other than in connection with a merger, reorganization, consolidation or sale of assets, Dr. Demopulos and another individual have the right to repurchase the PharmacoSurgery and Chondroprotective intellectual property at their respective then-current fair market values.

Insurance Policies

In 2016 we purchased group insurance policies (i.e., medical, dental, vision, disability and life) for our employees through Group Solutions Northwest, LLC, or Group Solutions, for which we paid policy premiums of approximately $2.3 million in 2016. Group Solutions received commissions from the sale of these policies of approximately $100,000, or less than 10% of its 2016 revenues. The owner and chief executive officer of Group Solutions is Gary Aspiri, the son of Ray Aspiri, one of our directors. The audit committee evaluated this transaction and ratified and approved its terms, concluding that the premiums we paid, and commissions received by Group Solutions, were consistent with terms we could expect to obtain for comparable insurance coverage from an unrelated third party. The board of directors considered this transaction when evaluating Ray Aspiri’s independence under Nasdaq listing standards and applicable SEC rules and concluded that the transaction did not affect his status as an independent director or his ability to serve on the audit committee and compensation committee. Ray Aspiri did not participate in the proceedings of the audit committee or board of directors related to this transaction.

Indemnification Agreements

We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding relating to their service to Omeros.

Policies and Procedures for Related-Party Transactions

We have adopted a written policy that prohibits our executive officers, directors and director nominees and principal shareholders, including their immediate family members, from entering into a related-party transaction with us without the approval of our audit committee. Any request for us to enter into a transaction with an executive officer, director or director nominee, principal shareholder, or any of such persons’ immediate family members, in which such party had, has or will have a direct or indirect material interest and where the amount involved exceeds $120,000, other than certain excluded transactions including those involving compensation for services provided to us as an executive officer or director, must be presented to our audit committee for review, consideration and approval. All of our directors and executive officers are required to report to our audit committee any such related-party transaction. In considering the proposed related-party transaction, our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, whether the transaction is fair to us, whether there are business reasons to enter into the transaction and whether the terms of the transaction would be similar if the transaction did not involve a related party, whether the transaction would impair the independence of a non-employee director, the materiality of the transaction and whether the transaction would present an improper conflict of interest between us and the related party.

 

 

27


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock at April 1, 2017, for: each person who we know beneficially owns more than five percent of our common stock; each of our directors; each of our named executive officers; and all of our directors and named executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 43,937,031 shares of common stock outstanding at April 1, 2017. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of April 1, 2017. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each person who owns more than five percent of our common stock listed in the table below is c/o Omeros Corporation, The Omeros Building, 201 Elliott Avenue West, Seattle, Washington 98119.

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Percent of Class

 

 

 

Exercisable

 

 

Beneficially

 

 

Beneficially

 

Name and Address of Beneficial Owner

 

Stock Options(1)

 

 

Owned(2)

 

 

Owned

 

5% Security Holders:

 

 

 

 

 

 

 

 

 

 

 

 

Ingalls & Snyder, LLC(3)

 

 

 

 

 

5,097,510

 

 

 

11.6

%

BlackRock, Inc.(4)

 

 

 

 

 

3,234,999

 

 

 

7.4

%

Executive Officers and Directors:

 

 

 

 

 

 

 

 

 

 

 

 

Gregory A. Demopulos, M.D.

 

 

2,024,007

 

 

 

3,908,992

 

(5)

 

8.5

%

Michael A. Jacobsen

 

 

243,621

 

 

 

243,621

 

 

*

 

Marcia S. Kelbon, J.D., M.S.

 

 

519,838

 

 

 

688,479

 

 

 

1.5

%

Ray Aspiri

 

 

15,000

 

 

 

242,178

 

(6)

*

 

Thomas J. Cable

 

 

40,000

 

 

 

83,067

 

 

*

 

Peter A. Demopulos, M.D.

 

 

28,334

 

 

 

377,898

 

(7)

*

 

Arnold C. Hanish

 

 

30,000

 

 

 

32,400

 

 

*

 

Leroy E. Hood, M.D., Ph.D.

 

 

40,000

 

 

 

94,390

 

 

*

 

Rajiv Shah, M.D.

 

 

5,000

 

 

 

5,000

 

 

*

 

All executive officers and directors as a group (9 persons)

 

 

2,945,800

 

 

 

5,676,025

 

 

 

12.1

%

 

*

Less than 1%

(1)

Represents shares that could be purchased pursuant to the exercise of option awards vested as of and within 60 days of April 1, 2017.

(2)

Represents outstanding shares plus the options set forth in the previous column.

(3)

Derived from amount reported in Amendment No. 5 to Schedule 13G filed with the SEC on February 14, 2017. The address of Ingalls & Snyder, LLC is 1325 Avenue of the Americas, New York, NY 10019. The Schedule 13G/A indicates that Ingalls & Snyder, LLC has shared dispositive power, but lacks voting power, over the shares. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2016 and, consequently, the beneficial ownership of the reporting person may have changed between December 31, 2016 and the date of this proxy statement.

(4)

Derived from amount reported in Amendment No. 2 to Schedule 13G filed with the SEC on January 25, 2017. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. The Schedule 13G/A indicates that BlackRock, Inc. has sole voting power over 3,164,866 shares of common stock and sole dispositive power over 3,234,999 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2016 and, consequently, the beneficial ownership of the reporting person may have changed between December 31, 2016 and the date of this proxy statement.

(5)

Dr. Demopulos has pledged 1,884,985 of his outstanding shares of common stock as collateral for a line of credit as described in “Hedging and Pledging Policy” above in this proxy statement.

(6)

Includes 186,872 shares of common stock held by Aspiri Enterprises LLC, of which Mr. Aspiri is the managing partner and a member.

(7)

Includes 164,382 shares of common stock held by The Demopulos Family Trust, of which Dr. Peter Demopulos is the trustee and a beneficiary along with his mother and sister. Such shares are pledged as collateral for a line of credit as described in “Hedging and Pledging Policy” above in this proxy statement. Dr. Peter Demopulos disclaims beneficial ownership of the shares held by The Demopulos Family Trust except to the extent of his pecuniary interest therein.

 

28


 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% shareholders are also required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms, we believe that during the 2016 fiscal year all Section 16(a) filing requirements applicable to our officers, directors and 10% shareholders were satisfied.

 

 

PROPOSAL 4 — OMEROS CORPORATION 2017 OMNIBUS INCENTIVE COMPENSATION PLAN

Overview

Our board of directors is requesting shareholder approval of the Omeros Corporation 2017 Omnibus Incentive Compensation Plan, or the 2017 Plan, at the 2017 Annual Meeting. The 2017 Plan will become effective when and if approved by our shareholders. The 2017 Plan is attached as Appendix A to this Proxy Statement and is incorporated herein by reference in its entirety.

We currently maintain the 2008 Plan, which is scheduled to expire in February 2018. As of April 1, 2017, a total of 10,815,448 shares of common stock were subject to outstanding awards under the 2008 Plan, 172,255 shares of common stock were subject to outstanding awards under our other equity plans, and an additional 1,014,882 shares of our common stock were available for the issuance of new awards under the 2008 Plan. In addition, if the 2008 Plan were to remain in effect, we expect that an additional 1,785,714 shares of our common stock would become available for issuance under the 2008 Plan on January 1, 2018. If the 2017 Plan is approved by our shareholders, we will not grant any new awards under the 2008 Plan after the 2017 Annual Meeting and, consequently, the increase in shares available for issuance under the 2008 Plan on January 1, 2018 described above would have no effect. If shareholders approve the 2017 Plan, the termination of our grant authority under the 2008 Plan will not affect awards then outstanding under the 2008 Plan.

If shareholders do not approve the 2017 Plan, we will continue to have the authority to, and expect that we will, grant awards under the 2008 Plan prior to its expiration. As equity compensation is a significant component of our compensation package for employees and executives, we expect that the expiration of the 2008 Plan without a shareholder-approved replacement plan would negatively affect morale and our ability to retain employees and executives, particularly after the expiration date of the 2008 Plan. Under these circumstances, we may be forced to significantly raise cash compensation in order to address retention concerns, which could have a material adverse effect on our business, results of operations and financial condition.

Why We are Asking our Shareholders to Approve the 2017 Plan

We believe that equity-based compensation is fundamental to our attracting, retaining and motivating highly-qualified dedicated employees who have the skills and experience required to achieve our business goals, provides a strong link to our long-term performance, creates an ownership culture and generally aligns the interests of our executives and other employees with our shareholders. We have worked closely with Compensia to design the 2017 Plan to meet our internal compensation objectives, as well as the interests of our shareholders, as more fully described below.

The board of directors has approved and recommended to our shareholders approval of the 2017 Plan for several reasons. In addition to the fact that the 2008 Plan would expire, by its terms, in February 2018, the number of shares currently available under the 2008 Plan is not sufficient to allow us to carry out our objectives of providing meaningful equity compensation to our employees beyond February 2018. To address this concern, the 2017 Plan provides for 3,600,000 shares of common stock, which the board of directors believes is the number of shares that will be needed to meet our objectives for providing equity incentive compensation until the 2019 annual meeting of shareholders, at which time we expect to seek approval of an increase in the number of reserved shares under the 2017 Plan.

In addition, the 2017 Plan has been designed to include a number of provisions for the protection of shareholders that are not present in the 2008 Plan, as described below.

Important Aspects of our 2017 Plan Designed to Protect our Shareholders’ Interests

The 2017 Plan includes a number of features designed to protect our shareholders’ interests and reflect corporate governance best practices, including the following: 

 

Shareholder approval required for additional shares. The 2017 Plan authorizes a pool of 3,600,000 shares of our common stock. As noted above, this share pool will likely only be sufficient for approximately a two-year period. Shareholder approval will be required to issue any additional shares and our shareholders will have direct input on any increase in the

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numbers of shares of common stock issuable under the 2017 Plan. Our 2008 Plan, which has been in effect since the company’s initial public offering, provides for an annual “evergreen” increase of the lesser of 5% percent of shares outstanding at year end or 1,785,714 shares, but this feature has not been incorporated in the 2017 Plan.

 

Fungible Plan Design. The 2017 Plan uses a so-called “fungible share pool” design. We have adopted this plan design after consultation with advisors to determine what structure would best align the interests of the company and its shareholders. This plan structure offers the company flexibility in determining what types of equity awards are best suited for its needs within the overall authorized 3,600,000 share pool. At the same time, this structure recognizes that certain types of awards may be more valuable than others. Accordingly, for purposes of determining the number of shares available under the 2017 Plan, so-called “full-value” awards (stock-based awards other than stock options and stock appreciation rights) will be counted against the authorized share pool differently than stock options and stock appreciation rights. Each share of our common stock issued pursuant to a stock option or stock appreciation right will reduce the number of shares available out of the authorized share pool by one share. However, each share issued pursuant to full value awards will reduce the number of shares available out of the authorized share pool by 1.5 shares. For example, this means that, for every 100 shares of restricted stock issued by us under the 2017 Plan, the number of shares available under the 2017 Plan will be reduced by 150 shares.

 

Prohibition of repricing of stock options and stock appreciation rights without shareholder approval. The 2017 Plan prohibits the repricing of outstanding stock options and stock appreciation rights, whether by amending an existing award or by substituting a new award at a lower price, or by any other action that would be treated as a repricing for accounting purposes, unless we obtain shareholder approval. Although the 2008 Plan does not include this restriction, we have never repriced or cashed out out-of-the-money awards under the 2008 Plan and determined that it would be in the best interests of the company and shareholders to include these restrictions in the 2017 Plan. 

Summary of the 2017 Plan

The following is a description of the principal terms of the 2017 Plan. The summary is qualified in its entirety by the full text of the 2017 Plan.

Plan Administration

The 2017 Plan will be administered by the board of directors, the compensation committee or by a similar committee performing the functions of the compensation committee and that is comprised solely of at least two outside directors. We refer to this administering body as the plan administrator. The plan administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants and to determine the specific terms and conditions of each award, subject to the provisions of the 2017 Plan. The plan administrator may delegate the administrative responsibilities of the 2017 Plan and the board of directors may also delegate to the company’s chief executive officer a portion of its authority to grant awards, subject to a specified set of limitations.

Eligibility and Limitations on Grants

Persons eligible to participate in the 2017 Plan will be directors, officers, employees, consultants, advisors and other service providers of the company and its subsidiaries, as selected from time to time by the plan administrator. As of April 1, 2017, approximately 154 employees and non-employee directors would be eligible to participate in the 2017 Plan.

The maximum aggregate number of shares of common stock that may be granted under the 2017 Plan is 3,600,000 shares. For purposes of calculating the maximum number of shares that may be issued pursuant to all awards under the 2017 Plan, every one share issuable pursuant to the exercise of a stock option or stock appreciation right shall count as one share, and every one share underlying restricted stock, restricted stock units, or other stock-based awards shall count as 1.5 shares. In addition, shares of common stock tendered or held back, upon the exercise of a stock option or the settlement of an award, to cover the exercise price or the payment of taxes (and shares otherwise forfeited or repurchased upon a forfeiture) will be available for future issuance under the 2017 Plan.

The maximum aggregate number of shares of common stock that may be delivered pursuant to incentive stock options, or ISOs, granted under the 2017 Plan is 3,600,000 shares.

The 2017 Plan also provides certain limits on the number of shares subject to performance-based awards that an individual may receive in any one year. For performance-based awards (other than stock options and stock appreciation rights) settled in shares of common stock, the maximum aggregate number of shares of common stock that may be granted to any participant in any fiscal year is 2,400,000 shares. For performance-based awards that are settled in cash based on the fair market value of a share of common stock, the maximum aggregate amount of cash that may be paid to any participant in any fiscal year will be the fair market value as of the

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applicable vesting or payment date multiplied by 2,400,000 shares. For all other performance-based awards that are settled in cash or property, the maximum amount payable to any participant in any fiscal year is $5,000,000.

The maximum aggregate number of shares of common stock subject to stock options that are designated as performance-based awards granted to any participant in any fiscal year is 3,600,000 shares. The maximum aggregate number of shares of common stock subject to stock appreciation rights that are designated as performance-based awards granted to any participant in any fiscal year is 3,600,000 shares.

Stock Options

Stock options may be granted under the 2017 Plan pursuant to option agreements. The 2017 Plan permits the grant of stock options that are intended to qualify as ISOs and options that are not intended to qualify as ISOs, which are commonly referred to as “nonstatutory” or “non-qualified” stock options. Generally, ISOs may be granted only to employees of the company and its subsidiaries. The differing tax treatment of ISOs and non-qualified stock options is discussed below under “Material U.S. Federal Income Tax Consequences of Participation in the 2017 Plan.”

The exercise price of a non-qualified stock option may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant. The exercise price of an ISO may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant and, in some cases, may not be less than 110% of such fair market value. The 2017 Plan generally prohibits the repricing of outstanding stock options and the exchange of cash or other securities for out-of-the money awards without prior shareholder approval. The term of stock options granted under the 2017 Plan may not exceed 10 years and, in some cases, may not exceed five years.

Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the 2017 Plan will be determined by the plan administrator and may include payment by cash, certified or bank check, promissory note or consideration under a broker-assisted (or other) cashless exercise program. The plan administrator may also accept payment in the form of unrestricted common stock already owned by the optionee of the same class of common stock subject to the stock option; provided, however, that in the case of an incentive stock option, the right to make payment in the form of already owned shares of common stock of the same class as the common stock subject to the incentive stock option may be authorized only at the time the incentive stock option is granted.

After termination of an employee, director or consultant, he or she may exercise his or her option award for the period of time stated in the option agreement and plan. Unless otherwise specified in an option agreement or otherwise, if termination is due to death or disability, the option will remain exercisable for twelve months and, in all other cases, the option will remain exercisable for three months. However, an option may not be exercised later than the expiration of its term.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2017 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock equivalents. The strike price of each stock appreciation right will be determined by the plan administrator, but will in no event be less than 100% of the fair market value of the common stock subject to the stock appreciation right on the date of grant. The 2017 Plan generally prohibits the repricing of stock appreciation rights or the exchange of cash or other securities for out-of-the-money awards without prior shareholder approval. The plan administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our common stock, in cash or in a combination of cash and stock at the election of the plan administrator. Stock appreciation rights expire under the same rules that apply to stock options.

Restricted Stock Awards

Restricted stock may be granted under our 2017 Plan. Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by the plan administrator. The plan administrator will determine the number of shares of restricted stock granted to any employee. The plan administrator may impose whatever conditions to vesting it determines to be appropriate. For example, the plan administrator may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest will revert to the company.

Restricted Stock Units

Restricted stock units may be granted under our 2017 Plan. Restricted stock units are awards of restricted stock, performance shares or performance units that are paid out in installments or on a deferred basis. The plan administrator determines the terms and conditions of restricted stock units including the vesting criteria and the form and timing of payment.

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Performance Units and Shares

Performance units and performance shares may be granted under our 2017 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the plan administrator are achieved or the awards otherwise vest. The plan administrator will establish organizational or individual performance goals in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Performance units shall have an initial dollar value established by the plan administrator prior to the grant date. Performance shares will have an initial value equal to the fair market value of our common stock on the grant date. Payment for performance units and performance shares may be made in cash or in shares of our common stock with equivalent value, or in some combination, as determined by the plan administrator.

Performance-Based Compensation Awards

The 2017 Plan allows, but does not require, us to grant performance stock and cash awards that may qualify as performance-based compensation that is not subject to the $1.0 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m) of the Code.

A performance-based award is an award the vesting of which is contingent upon the achievement of certain performance goals over a specified period of time. The plan administrator may condition the performance award upon the continued service of the participant and the provisions of performance awards need not be the same with respect to each participant. The plan administrator will determine the number of performance shares or units that have been earned at the end of a performance cycle. Performance awards are payable in shares of our common stock or cash, at the election of the plan administrator.

Other Awards 

The plan administrator is permitted to grant other awards of cash or our common stock or awards that are valued in whole or in part by reference to, or are otherwise based upon, common stock, including, without limitation, dividend equivalents. In addition, the plan administrator is permitted to grant cash incentive awards under the 2017 Plan.

Transferability of Awards

Unless the administrator provides otherwise, the 2017 Plan generally does not allow for the transfer of awards during a participant’s lifetime and only the recipient of an award may exercise an award during his or her lifetime.

Change in Control Provisions

Under the 2017 Plan, in the case of a merger or Change in Control (as defined in the 2017 Plan), unless provided otherwise provided by the plan administrator, if awards are not assumed or substituted for awards issued by the successor that are comparable:

 

All outstanding stock options and stock appreciation rights will immediately become fully vested and exercisable.

 

All restrictions on restricted stock and restricted stock units will lapse.

 

All outstanding performance awards will be considered earned and payable in full at the target performance goal level.

In addition, in the event that the employment of a participant is terminated without Cause (as defined in the 2017 Plan), or there is a Constructive Termination (as defined in the 2017 Plan), in connection with, or within twelve months following, a Change in Control, all outstanding stock options and stock appreciation rights of such person will immediately become fully vested and exercisable, all restrictions on restricted stock and restricted stock units will lapse, and all performance goals or other vesting requirements for performance shares and units will be deemed achieved, and all other terms and conditions met.

In the event the service of a non-employee director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her options and stock appreciation rights will fully vest and become immediately exercisable, all restrictions on restricted stock and restricted stock units will lapse, and all performance goals or other vesting requirements for performance shares and units will be deemed achieved, and all other terms and conditions met.

Potential Clawback of Awards

Any performance-based award made to a covered employee under the 2017 Plan is subject to any clawback policy that the board of directors may approve as required by applicable law or by applicable stock exchange listing standards. Such a policy could require a covered employee to forfeit a performance-based award, repay a portion of a performance-based award or otherwise make payments

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under certain circumstances involving misconduct by such employee. As of the date of this Proxy Statement, the board of directors has not adopted a clawback policy.

Tax Withholding

Participants in the 2017 Plan are responsible for the payment of any federal, state, local or foreign taxes that we are required by law to withhold upon any option exercise or vesting of other awards. Unless otherwise determined, withholding obligations may be settled with common stock, including common stock that is part of the award that gives rise to the withholding requirement.

Amendments and Termination

The board of directors may amend, alter or discontinue the 2017 Plan, but no amendment, alteration or discontinuation will be made that would impair the rights of a recipient under an award without such recipient’s consent. We will obtain shareholder approval for any amendment to the 2017 Plan to the extent required by applicable law and listing requirements.

Material U.S. Federal Income Tax Consequences of Participation in the 2017 Plan

The following is a brief summary of the material U.S. Federal income tax consequences associated with awards under the 2017 Plan, based on current U.S. Federal income tax laws and Treasury regulations promulgated thereunder, all as in effect or existence as of the date of this proxy statement. We have not sought, nor do we intend to seek, any ruling from the U.S. Internal Revenue Service with respect to the statements made in this section. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences. Moreover, the tax effects of participation in the 2017 Plan may vary depending on the facts and circumstances pertaining to each participant. Each participant who receives an award under the 2017 Plan should consult his or her own tax advisor with respect to his or her individual tax position and the effect of any legislative revisions on such position.

Unrestricted Stock. Generally, a participant receiving an award of unrestricted stock will recognize taxable income at the time unrestricted stock is granted. The taxable income will equal the excess of the fair market value of the unrestricted stock on the grant date over any amount the participant pays for the unrestricted stock. We generally will be entitled to an income tax deduction equal to the amount of ordinary income a participant recognizes in connection with an award of unrestricted stock.

Restricted Stock. The grant of restricted stock generally does not result in taxable income to a participant or a tax deduction for us. At the time the restrictions expire, however, a participant will realize ordinary taxable income in an amount equal to the fair market value of the stock on the date the restrictions expire. However, a participant may instead elect to include the value of the stock in income at the time of grant by making a “section 83(b) election.” If the participant later forfeits the restricted stock, the participant will not be able to deduct the amount previously recognized as income (although he or she might be able to claim a capital loss equal to any amount actually paid for the shares). We generally will be entitled to an income tax deduction equal to the amount of ordinary income a participant recognizes in connection with an award of restricted stock. The deduction generally will be allowed for the taxable year in which the participant recognizes such ordinary income. In addition, during or after the restriction period (depending on whether the dividends are paid to the individuals or accumulated), a participant will be taxed on the dividends paid with respect to restricted stock as compensation, and we will be entitled to a corresponding deduction in the year the dividends were paid. However, if a participant makes a section 83(b) election to be taxed on the value of a restricted stock award granted when the award is granted, dividends paid with respect to the award will be taxed as dividends and will not be deductible by us.

Incentive Stock Options. ISOs are intended to meet the requirements of Section 422 of the Code. Generally, the grant of an ISO does not result in taxable income to the participant or a tax deduction for us. The exercise of an ISO will not result in ordinary taxable income to the participant (although the difference between the exercise price and the fair market value of the common stock subject to the ISO may result in alternative minimum tax liability to the participant) and we will not be allowed a deduction at any time in connection with such award, if the following conditions are met:

 

at all times during the period beginning with the date of the grant and ending on the day three months before the date of exercise, the participant is an employee of our company or an affiliate; and

 

the participant makes no disposition of stock within two years from the date of grant or within one year after the stock is transferred to the participant. 

The three-month period is extended to one year in the event of disability and is waived in the event of death of the participant. If the stock is sold by the participant after meeting these conditions, any gain realized over the exercise price ordinarily will be treated as long-term capital gain, and any loss will be treated as long-term capital loss, in the year of the sale.

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If the participant fails to comply with the employment or holding period requirements discussed above, the participant will recognize ordinary taxable income in an amount equal to the lesser of:

 

the excess of the fair market value of the common stock subject to the ISO on the date of exercise over the exercise price; or

 

if the employment period (but not the holding period) described above is satisfied and if the disposition occurs in an arm’s length sale or exchange with an unrelated party, the excess of the amount realized upon such disposition over the exercise price.

If the participant realizes ordinary taxable income on account of such a disqualifying disposition (described above), a corresponding deduction will be allowed to us for the same year.

If a participant pays the exercise price for an ISO with common stock already owned and the participant receives back a larger number of shares, a number of shares of common stock equal to the number of shares used to pay the exercise price will have a tax basis equal to that of the stock originally used to pay the exercise price. The additional newly acquired shares of common stock will have a tax basis of zero. The ISO holding period for the newly acquired common stock will begin on the exercise date. The tax on disposition will be as described above. If the participant uses shares obtained on exercise of an ISO before the end of the incentive stock option holding period for those shares, the participant will be taxed on those shares as though he or she had sold those shares at that time.

Nonqualified Stock Options. Non-qualified options are options that are not intended to meet the requirements of Section 422 of the Code. Generally, the grant of a nonqualified stock option does not result in taxable income to the participant or a tax deduction for us. Upon exercise of a nonqualified stock option, the participant will generally realize compensation taxable as ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock subject to the stock option on the date of exercise, and we will be entitled to a corresponding deduction for the same year. The participant’s basis in such shares will be the fair market value on the date income is realized, and when the participant disposes of the shares he or she will recognize capital gain or loss, either long-term or short-term, depending on the holding period of the shares.

If a participant who exercises a nonqualified stock option pays the exercise price by tendering common stock and receives a larger number of shares back, the participant will realize taxable income in an amount equal to the fair market value of the additional common stock received on the date of exercise, less any cash paid in addition to the shares tendered. Upon a subsequent sale of the common stock, the number of shares equal to the number delivered as payment of the exercise price will have a tax-basis equal to that of the shares originally tendered. The additional newly acquired common stock obtained upon exercise of the nonqualified stock option will have a tax basis equal to the fair market value of such common stock on the date of exercise.

Stock Appreciation Rights. Generally, the grant of a stock appreciation right does not result in taxable income to the participant or a tax deduction for us. Upon exercise of a stock appreciation right, the participant will generally realize ordinary taxable income in an amount equal to the excess of the fair market value of the common stock on the date the stock appreciation right is exercised over the exercise price of the stock appreciation right, and we will be entitled to a corresponding deduction for the same year.

Performance Shares and Performance Units. The grant of a performance share or performance unit does not result in taxable income to the participant or a tax deduction for us. Upon the expiration of the applicable performance period and receipt