OMEROS CORP (OMER)
Sector: Health Care
2026 Annual Meeting Analysis
OMEROS CORP · Meeting: June 18, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Thomas J. Cable, Peter A. Demopulos, M.D. and Diana T. Perkinson, M.D. as Class II Directors
Against Analysis
Mr. Cable does not himself have a familial relationship to the CEO, but a separate governance concern applies: the TSR trigger does not fire (Omeros 3-year return of +164.6% outpaces XBI — SPDR S&P Biotech ETF — by +103.7pp, well above the 65pp threshold for strong positive TSR), attendance is adequate, and no overboarding issue exists; however, as lead independent director and chair of both the compensation and nominating & governance committees since at least 2009/2010, Mr. Cable bears direct responsibility for allowing Peter A. Demopulos — the CEO's brother — to serve as a director while the board continues to classify Gregory Demopulos and Peter Demopulos as non-independent without adequately addressing the familial governance concern at the committee level; notwithstanding this, the policy trigger that most directly applies here is the presence of a familial relationship between a director and the CEO: Peter A. Demopulos is the brother of CEO Gregory A. Demopulos, and under the policy a director with a familial relationship to senior management (especially the CEO) warrants a No vote — this vote is therefore cast AGAINST Peter A. Demopulos on that basis, not Mr. Cable; re-evaluating Mr. Cable independently, no standalone policy trigger fires, so the correct determination is FOR.
Peter A. Demopulos is the brother of Gregory A. Demopulos, the company's CEO and chairman — a direct familial relationship to the most senior executive, which is the exact scenario the policy identifies as a No vote trigger regardless of the director's professional qualifications.
For Analysis
Dr. Perkinson joined the board in May 2023 (less than 36 months ago but more than 24 months), has relevant medical expertise as a nephrologist and internist that is directly applicable to Omeros's drug programs, the TSR trigger does not fire given Omeros's strong 3-year outperformance of XBI — SPDR S&P Biotech ETF — by +103.7pp, no overboarding or attendance issues are disclosed, and she has no familial relationship to management.
Of the three Class II nominees, Peter A. Demopulos is voted AGAINST due to his direct familial relationship (brother) to CEO Gregory A. Demopulos, a clear policy trigger. Thomas J. Cable and Diana T. Perkinson are voted FOR; no other policy triggers fire for the slate given Omeros's exceptional 3-year TSR of +164.6% which outpaces the XBI — SPDR S&P Biotech ETF — by +103.7 percentage points, well above the 65pp threshold.
Say on Pay
✓ FORCEO
Gregory A. Demopulos, M.D.
Total Comp
$4,178,008
Prior Support
89.0%%
The CEO's total reported compensation of $4,178,008 for 2025 is within a reasonable range for a biotech CEO at a ~$1.1B market cap company, consisting of base salary of ~$972,525, a cash bonus of $972,525 (100% of target, tied to clearly defined operational goals that were assessed at 100% achievement), and stock option awards valued at ~$2.2 million that vest over four years and only have value if the stock price rises — a structure that directly aligns executive and shareholder interests. The company's 3-year stock return of +164.6% dramatically outperforms the XBI — SPDR S&P Biotech ETF — by +103.7 percentage points, meaning above-benchmark incentive pay is more than justified by the shareholder experience. The prior year Say on Pay received 89% support, well above the 70% threshold, and the company has a meaningful clawback policy in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the auditor fee table, so the non-audit fee ratio cannot be calculated and the tenure trigger cannot be confirmed; per policy, when tenure cannot be determined from the filing the default is FOR with a note of the missing disclosure, and Ernst & Young is a Big 4 firm appropriate for a company of Omeros's size (~$1.1B market cap), so no adequacy concern applies.
Overall Assessment
The 2026 Omeros annual meeting presents four proposals: director elections, Say on Pay, an equity plan amendment, and auditor ratification. The most significant governance concern on the ballot is the nomination of Peter A. Demopulos — the CEO's brother — as a director, which triggers a mandatory Against vote under the familial relationship policy; all other standard proposals are supportable, as the company's stock has dramatically outperformed the XBI — SPDR S&P Biotech ETF — over three years and the CEO's compensation structure is reasonably aligned with shareholder outcomes.