UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
Olema Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
OLEMA PHARMACEUTICALS, INC.
780 Brannan Street
San Francisco, California 94103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Olema Pharmaceuticals, Inc., a Delaware corporation, or the Company. The meeting will be held on Thursday, June 13, 2024, at 8:00 a.m. PT virtually via live webcast. You will be able to attend the Annual Meeting by first registering at www.viewproxy.com/olma/2024. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual meeting. All registrations to attend the Annual Meeting must be received by 11:59 p.m. ET on June 11, 2024. You may log in beginning at 7:45 a.m. PT, on June 13, 2024. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is April 23, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A list of such stockholders will be available for examination for the ten days ending the day prior to the Annual Meeting. To view such list, please schedule an appointment by emailing ir@olema.com.
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Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on June 13, 2023, at 8:00 a.m. PT virtually via live webcast by first registering at www.viewproxy.com/olma/2024. The proxy statement and our annual report are available at www.envisionreports.com/OLMA |
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By Order of the Board of Directors, |
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/s/ Sean Bohen, M.D., Ph.D. |
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Sean Bohen, M.D., Ph.D. |
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President and Chief Executive Officer |
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San Francisco, California |
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April 26, 2024 |
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You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or via the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual 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 Annual Meeting, you must obtain a proxy issued in your name from that record holder. |
TABLE OF CONTENTS
OLEMA PHARMACEUTICALS, INC.
780 Brannan Street
San Francisco, California 94103
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 2024
QUESTIONS AND ANSWE RS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent most stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, because the Board of Directors of Olema Pharmaceuticals, Inc., sometimes referred to as the Company or Olema, is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, or the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to mail the Notice on or about May 1, 2024, to all stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
You will generally not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address, please go to www.envisionreports.com/OLMA or call 1-866-641-4276 or email investorvote@computershare.com. Please have your Notice in hand when you access the website or call and follow the instructions provided. We may elect to send you a proxy card, along with a second Notice, on or after May 11, 2024.
How do I attend the Annual Meeting?
The meeting will be held virtually via live webcast on Thursday, June 13, 2024 at 8:00 a.m. PT. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions. You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 23, 2024, the record date, or hold a valid proxy for the meeting. You will be able to attend the Annual Meeting by first registering at www.viewproxy.com/olma/2024. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual meeting. All registrations to attend the Annual Meeting must be received by 11:59 p.m. ET on June 11, 2024. If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your proxy to vote at the Annual Meeting. Information on how to vote online at the Annual Meeting is discussed below.
Whether or not you participate in the Annual Meeting, it is important that you vote your shares.
We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting on June 13, 2024.
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What if I cannot find my Control Number?
Please note that if you do not have your Control Number and you are a registered stockholder, and, during the registration process you indicated that you will be voting at the meeting, once your registration is approved, an e-mail will be sent to you that will contain your Virtual Control Number. If you have lost this Virtual Control Number, please e-mail virtualmeeting@viewproxy.com.
If you are a beneficial owner, you will need to contact your bank, broker or other holder of record to obtain your legal proxy prior to the Annual Meeting.
Will a list of record stockholders as of the record date be available?
For the ten days ending the day prior to the Annual Meeting, a list of our record stockholders as of the close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose. If you would like to view the list, please contact us to schedule an appointment by emailing ir@olema.com.
Where can I get technical assistance?
There will be technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 7:45 a.m. PT on June 13, 2024, the day of the Annual Meeting, so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email virtualmeeting@viewproxy.com or call 866-612-8937.
For the Annual Meeting, how do we ask questions of management and the Board of Directors?
We plan to have a QA session at the Annual Meeting and will include as many appropriate stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of or during the meeting the Annual Meeting at www.viewproxy.com/olma/2024.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 23, 2024 will be entitled to vote at the Annual Meeting. On this record date, there were 55,933,827 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on April 23, 2024 your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting, vote by proxy through the internet or by telephone, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy through the internet or by telephone as instructed below, or by completing a proxy card that you may request or that we may elect to deliver at a later time. If you are a registered stockholder and, during the registration process you indicated that you will be voting at the meeting, once your registration is approved, an e-mail will be sent to you that will contain your Virtual Control Number. You will not need the Virtual Control Number to join the meeting, however you will need it if you choose to vote during the meeting.
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Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on April 23, 2024 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting online. You may vote prior to the meeting by logging in with the Control Number on your voting instruction form at www.envisionreports.com/OLMA.
If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during the registration process and you will be assigned a Virtual Control Number to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.viewproxy.com/olma/2024. On the day of the Annual Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.
What am I voting on?
There are three matters scheduled for a vote:
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Proposal No. 1 - To elect the three nominees for Class I director named herein to hold office until our 2027 annual meeting of stockholders and until their successors have been duly elected and qualified. |
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Proposal No. 2 - Advisory approval of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with SEC rules. |
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Proposal No. 3 - To ratify the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
What if another matter is properly brought before the meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with his or her best judgment.
How do I vote?
You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For,” “Against” or abstain from voting.
The procedures for voting are:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online during the webcast of the Annual Meeting, vote by proxy through the internet or by telephone, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.
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To vote at the Annual Meeting you must be present via live webcast. To vote through the internet during the meeting, go to www.viewproxy.com/olma/2024 to register to attend the Annual Meeting and indicate that you will be voting at the meeting. Once your registration is approved, an e-mail will be sent to you that will contain your Virtual Control Number. |
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To vote through the internet before the meeting, go to www.envisionreports.com/OLMA to complete an electronic proxy card. You will be asked to provide the Company Number and Control Number from the Notice. Your internet vote must be received by 11:59 p.m., ET on June 12, 2024 to be counted. |
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To vote over the telephone, dial toll-free 1-800-652-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m., ET on June 12, 2024 to be counted. |
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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.
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Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. |
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of April 23, 2024.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing a proxy card , by telephone, through the internet, or online at the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all three nominees for director, “For” Proposal No. 2, and “For” Proposal No. 3. If any other matter is properly presented at the meeting, your proxyholder will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
If your shares are held in street name, your bank, broker or other nominee may under certain circumstances vote your shares if you do not timely instruct your broker, bank, or other nominee how to vote your shares. Banks, brokers and other nominees can vote your unvoted shares on routine matters, but cannot vote such shares on non-routine matters. If you do not timely provide voting instructions to your bank, broker, or other nominee to vote your shares, your bank, broker, or other nominee may, on routine matters, either vote your
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shares or leave your shares unvoted. The election of directors (Proposal No. 1) and the advisory approval of the compensation of the Company’s named executive officers (Proposal No. 2) are non-routine matters. The ratification of the selection of our independent registered public accounting firm (Proposal No. 3) is a routine matter. We encourage you to provide voting instructions to your bank, broker, or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your bank, broker, or other nominee about how to submit your proxy to them at the time you receive the Notice .
If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, online, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions for each Notice received to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
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You may submit another properly completed proxy card with a later date. |
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You may grant a subsequent proxy by telephone or through the internet. |
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You may send a timely written notice that you are revoking your proxy to our Secretary at 780 Brannan Street, San Francisco, California 94103. Such notice will be considered timely if it is received at the indicated address by close of business on the business day immediately preceding the date of the Annual Meeting. |
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You may attend the live webcast of the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
How are votes counted?
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Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold,” and broker non-votes; and, with respect to the other proposals, votes “For,” “Against,” abstentions and, if applicable, broker non-votes.
What are “broker non-votes”?
A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to the “non-routine” matters are counted as “broker non-votes.” Proposals 1 and 2 are considered to be “non-routine” under New York Stock Exchange, or NYSE, rules. Therefore, we expect broker non-votes to exist in connection with those proposals.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank or other agent .
How many votes are needed to approve each proposal?
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.
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Proposal Description |
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Vote Required for Approval |
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Effect of Abstentions |
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Effect of Broker
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1 |
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Election of Directors |
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The nominees receiving the most “For” votes will be elected. "Withhold" votes will have no effect. |
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Not applicable |
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None |
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Approval on an advisory basis of the compensation of the Company’s named executive officers |
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“For” votes from the holders of a majority of the voting power of the shares present in person, by remote communication, or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter |
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None |
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None |
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Ratification of the selection of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
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“For” votes from the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter |
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None |
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Not applicable (1) |
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Term |
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Director |
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Nominees |
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Age (1) |
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Expires |
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Class |
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Position(s) Held |
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Since |
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Ian Clark |
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63 |
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2024 |
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Chairperson of the Board |
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2020 |
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Sandra Horning, M.D. |
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75 |
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2024 |
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Director |
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2020 |
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Gorjan Hrustanovic, Ph.D. |
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35 |
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2024 |
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Director |
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Ian Clark has served as a member of our Board of Directors since August 2020. Mr. Clark most recently served as Chief Executive Officer, led the executive committee, and was a member of the board of directors of Genentech, Inc., a biotechnology company, from January 2010 to December 2016. In total, he served for 14 years at Genentech, Inc., of which 12 were on the Genentech, Inc. executive committee, initially as Executive Vice President of Commercial Operations. Before that, Mr. Clark served as Senior Vice President and General Manager of BioOncology. Prior to that, Mr. Clark spent 20 years in positions of increasing responsibility at Novartis International AG, a pharmaceutical company, Sanofi S.A., a healthcare and pharmaceutical company, Ivax Pharmaceuticals, Inc., a pharmaceutical company, and G.D. Searle, LLC (which became a subsidiary of agrochemical company Monsanto Corporation), working in the United Kingdom, Canada, Eastern Europe and France. Mr. Clark has served as a member of the boards of directors of Kyverna Therapeutics, Inc., a cell therapy company, since September 2021, Takeda Pharmaceutical Company Limited, a pharmaceutical company, since January 2019, AVROBIO, Inc., a gene therapy company, since January 2018 (which has agreed to a reverse merger with Tectonic Therapeutics, Inc., anticipated to close in the second quarter of 2024), Corvus Pharmaceuticals, Inc., a biopharmaceutical company, since January 2017 and Guardant Health, Inc., a precision oncology company, since January 2017. Mr. Clark previously served as a member of the board of directors of Shire Pharmaceuticals, Inc., a pharmaceutical company, from February 2017 to January 2019 (until its acquisition by Takeda Pharmaceutical Company Limited), Kite Pharma, Inc., a biotechnology company, from January 2017 to October 2017, Forty Seven Inc., an immune-oncology company, from May 2018 to April 2020 and Agios Pharmaceuticals, Inc., a pharmaceutical company, from December 2016 to June 2022. Mr. Clark also
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previously served as a member of the board of directors of Gyroscope Therapeutics Holdings PLC, a gene therapy company, TerraVia Holdings, Inc. (formerly Solazyme), a biotechnology company, Dendreon, a biotechnology company, and Vernalis Research, a biotechnology company. Mr. Clark is an advisor to KKR Co. Inc., a global investment firm, and was previously an advisor at Lazard, a financial services company, Blackstone Life Sciences Inc., an investment management company, and Perella Weinberg Partners LP, a financial services company. He served on the Board of the Biotechnology Industry Organization (BIO) and as a member of the 12th District Economic Advisory Council (EAC) of the Federal Reserve. He also served on the BioFulcrum Board of the Gladstone Institute and as Chair of the External Advisory Board to Southampton University’s Institute for Life Sciences. Mr. Clark received his B.S. in Biological Sciences and an Honorary Doctorate of Science from Southampton University in the United Kingdom. We believe Mr. Clark is qualified to serve on our Board of Directors due to his extensive experience in the biopharmaceutical industry, his long tenure in board service for various companies in our industry, both as a former executive officer and as a long-standing director of multiple public companies in our industry and related industries.
Although, beginning in February 2024, upon the completion of the initial public offering of Kyverna Therapeutics, Inc., Mr. Clark serves as a director on the boards of six public companies, we believe Mr. Clark has sufficient time to devote to his duties on our Board of Directors based on his board meeting attendance record, including 100% attendance at board meetings in 2023, attention to our meetings and discussions as Chairperson, and retirement from full-time employment. Furthermore, Mr. Clark has informed us that, after the anticipated completion of the pending merger of AVROBIO, Inc. and Tectonic Therapeutic, Inc. anticipated to occur in the second quarter of 2024, he expects to resign as a director of AVROBIO, Inc. and serve only on five public company boards. Due to his specialized industry knowledge related to the management and strategy of life science and biotechnology companies, as well as his perspective on the industry, we believe Mr. Clark should continue to serve on our Board of Directors.
Sandra J. Horning, M.D. has served as a member of our Board of Directors since November 2020. Dr. Horning served as the Chief Medical Officer and Global Head of Product Development of Roche, Inc., a healthcare company, from January 2014 until her retirement in October 2019, and prior to that as Global Head of Oncology Product Development of Roche, Inc. from September 2009 to December 2013. From July 1980 until August 2009, Dr. Horning was a practicing oncologist, investigator and tenured professor at Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to 2006, Dr. Horning served as the President of the American Society of Clinical Oncology. Dr. Horning served as a member of the board of directors of Foundation Medicine, Inc., a molecular information company, from April 2015 to July 2018, and EQRx, Inc., a biotechnology company, from August 2020 to November 2023. She has also served as a member of the board of directors of Moderna, Inc., a pharmaceutical and biotechnology company, since March 2020, Gilead Sciences, Inc., a biopharmaceutical company, since January 2020, and Revolution Medicines, Inc., a biotechnology company, since November 2023. Dr. Horning received an M.D. from the University of Iowa School of Medicine and completed her internal medicine training at the University of Rochester and a fellowship in Oncology and Cancer Biology at Stanford University. We believe that Dr. Horning is qualified to serve on our Board of Directors due to her significant experience in the field of oncology and her product development leadership experience.
Gorjan Hrustanovic, Ph.D. has served as a member of our Board of Directors since July 2018. Dr. Hrustanovic has served as a Principal at BVF Partners L.P., a biotechnology investment firm that, together with its affiliates, is a holder of greater than 10% of our outstanding common stock, since July 2018 and as an Analyst from September 2015 to July 2018. Dr. Hrustanovic has also served as a member of the board of directors of Kymera Therapeutics Inc., a biopharmaceutical company, since March 2020 and a number of privately held companies. Dr. Hrustanovic previously served as a member of the board of directors of Rain Oncology, Inc., a biotechnology company, from May 2018 to January 2024. Dr. Hrustanovic received a B.S. in Molecular Biology and a B.S. in Management Science from the University of California, San Diego, and a Ph.D. in Cancer Biology Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve on our Board of Directors due to his experience in the life sciences industry as a venture capitalist and a director.
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Vote Required
Directors are elected by a plurality of the votes of the holders of shares present in person, by remote communication or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. You may not vote your shares cumulatively for the election of directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board of Directors. The Board of Directors has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
Information About Our Continuing Directors
Set forth below are the names, ages and length of service of the remaining members of our Board of Directors whose terms continue beyond the Annual Meeting.
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Term |
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Director |
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Continuing Directors |
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Age (1) |
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Expires |
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Class |
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Position(s) Held |
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Since |
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Sean P. Bohen, M.D., Ph.D. |
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57 |
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2026 |
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III |
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Director, President and Chief Executive Officer |
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2020 |
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Cynthia Butitta |
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69 |
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2025 |
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II |
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Director |
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2020 |
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Scott Garland |
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55 |
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2026 |
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III |
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Director |
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2023 |
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Cyrus L. Harmon, Ph.D. |
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53 |
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2025 |
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II |
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Director |
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2006 |
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Yi Larson |
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44 |
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2026 |
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III |
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Director |
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2021 |
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Andrew Rappaport |
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66 |
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2026 |
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III |
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Director |
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2013 |
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Graham Walmsley, M.D., Ph.D. |
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37 |
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2025 |
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II |
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Director |
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2020 |
The principal occupation, business experience, and education of each continuing director are set forth below.
Sean Bohen, M.D., Ph.D. has served as our Chief Executive Officer and as a member of our Board of Directors since September 2020. In August 2019, Dr. Bohen joined AltruBio, Inc. (then AbGenomics, Inc.), a pharmaceutical company, as a member of the board of directors. From September 2015 to April 2019, Dr. Bohen served as the Executive Vice President, Global Medicines Development and Chief Medical Officer at AstraZeneca PLC, a pharmaceutical and biopharmaceutical company. From June 2003 to July 2015, he held a number of senior leadership roles at Genentech, Inc., a biotechnology company, including Senior Vice President, Early Development, Genentech Research and Early Development. Prior to that, Dr. Bohen was a Clinical Instructor in Oncology at Stanford University School of Medicine from October 2002 to December 2011, a research associate at the Howard Hughes Medical Institute from July 2000 to June 2003 and a postdoctoral fellow at the National Cancer Institute from January through December 1995. Dr. Bohen received a B.S. in Bacteriology from the University of Wisconsin-Madison, and a Ph.D. in Biochemistry Biophysics and M.D. from the University of California, San Francisco. We believe Dr. Bohen is qualified to serve on our Board of Directors due to his extensive experience in the biopharmaceutical industry as an executive officer, as well as the perspective and experience he brings as our President and Chief Executive Officer.
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Cynthia Butitta has served as a member of our Board of Directors since August 2020. Ms. Butitta served as the Chief Operating Officer of Kite Pharma Inc., a biopharmaceutical company, from March 2014 to September 2017 and as its Executive Vice President and Chief Financial Officer from January 2014 to May 2016. From May 2011 to December 2012, she was Senior Vice President and Chief Financial Officer at NextWave Pharmaceuticals, Inc., a specialty pharmaceutical company. Prior to that, Ms. Butitta served as Chief Operating Officer of Telik, Inc., a biopharmaceutical company, from March 2001 to December 2010 and as its Chief Financial Officer from August 1998 to December 2010. Prior to that, Ms. Butitta also served as Principal Accounting Officer of Telik, Inc. until December 2010. She has served as a member of the board of directors of Autolus Therapeutics plc, a cell therapy company, since March 2018, Century Therapeutics, Inc., a biotechnology company, since February 2021, and UroGen Pharma Ltd., a biotechnology company, since October 2017. Ms. Butitta received a B.S. with honors in Business and Accounting from Edgewood College in Madison, Wisconsin and an M.B.A. in Finance from the University of Wisconsin, Madison. We believe Ms. Butitta is qualified to serve on our Board of Directors due to her extensive executive experience in the biopharmaceutical industry.
Scott Garland has served as a member of our Board of Directors since October 2023. Mr. Garland served as the Chief Executive Officer of PACT Pharma, Inc., an immuno-oncology company, from March 2021 to February 2023, and on the board of directors from March 2021 to September 2023. Mr. Garland previously served as President, Chief Executive Officer and a member of the board of Portola Pharmaceuticals, Inc., a biopharmaceutical company, from October 2018 until July 2020 when it was acquired by Alexion Pharmaceuticals, Inc. From April 2017 to September 2018, he served as President of Relypsa Inc., a biopharmaceutical company, and as Senior Vice President and Chief Commercial Officer from October 2014 to April 2017. From October 2011 to October 2014, Mr. Garland served as Executive Vice President and Chief Commercial Officer of Exelixis, Inc., a biopharmaceutical company. He has served as a member of the board of directors of ALX Oncology, a biotechnology company, since November 2022, and Day One Biopharmaceuticals, Inc., a biopharmaceutical company, since August 2021. He previously served on the board of directors of Karyopharm Therapeutics Inc., a biopharmaceutical company, from November 2014 to September 2020 and Calithera Biosciences, Inc., a biopharmaceutical company, from July 2020 to December 2023. Mr. Garland has served as a venture partner at Vida Ventures, LLC, a venture capital investment firm, since September 2023 and as an advisor to Google Ventures, a venture capital investment firm, since July 2023. Mr. Garland holds a B.S. in Biological Sciences from California Polytechnic State University (San Luis Obispo) and an M.B.A. from Duke University's Fuqua School of Business. We believe Mr. Garland is qualified to serve on our Board of Directors due to his extensive executive experience in the biopharmaceutical industry and his experience as a director of multiple public companies.
Cyrus L. Harmon, Ph.D. has served as a member of our Board of Directors since August 2006. Dr. Harmon has served as the President and Chief Executive Officer of Vilya, Inc., a computational biotechnology company, since October 2023. Dr. Harmon is one of our co-founders, and he served as our President and Chief Executive Officer from March 2007 to September 2020, then as our Chief Technology Officer from September 2020 until July 2022, and then as our Chief Research Officer from July 2022 to March 2023. From 2000 to 2002, Dr. Harmon served as the Vice President of Computational Genomics and General Manager at Affymetrix, Inc., a biotechnology company that was later acquired by Thermo Fisher Scientific in 2016. From 1996 to 2000, Dr. Harmon founded and served as the Chief Executive Officer of Neomorphic, Inc., a computational biology company, until it was acquired by Affymetrix, Inc. Dr. Harmon received a B.A. and Ph.D. in Molecular and Cell Biology from the University of California, Berkeley. We believe that Dr. Harmon is qualified to serve on our Board of Directors due to his extensive training as a scientist, significant knowledge and experience with respect to the biotechnology and pharmaceutical industries, and the perspective and experience he brings as one of our co-founders.
Yi Larson has served as a member of our Board of Directors since April 2021. Ms. Larson served as the Chief Financial Officer of LianBio, a biopharmaceutical company, from May 2021 to December 2023. From August 2019 to March 2021, she was Executive Vice President and Chief Financial Officer of Turning Point Therapeutics, Inc., a precision oncology company. Prior to that, beginning in 2008, Ms. Larson held various roles at Goldman Sachs Co. LLC, an investment banking securities and investment management company, most recently as Managing Director of Healthcare Investment Banking. During her tenure at Goldman Sachs Co. LLC, Ms. Larson advised a variety of biopharmaceutical company boards of directors
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and management teams on a range of strategic financial matters, and executed equity offerings, debt offerings, and merger and acquisition transactions. She currently serves as a member of the board of directors of RayzeBio, Inc., a biopharmaceutical company, a position she has held since April 2021. Ms. Larson graduated from The Wharton School at the University of Pennsylvania with an M.B.A concentrated in Finance. She also earned an M.Eng. in Electrical Engineering and Computer Science and an S.B. in Electrical Engineering, both from the Massachusetts Institute of Technology. We believe Ms. Larson is qualified to serve on our Board of Directors due to her extensive global operational expertise, coupled with her extensive capital markets and healthcare banking experience.
Andrew Rappaport has served as a member of our Board of Directors since January 2013. Mr. Rappaport has served as the Managing Partner at Skyline Public Works, LLC, his family office, since 2003, and as the Managing Partner and Chief Investment Officer of SPW Investments, his family investment vehicle, since 2005. From 1996 to 2014, Mr. Rappaport was a partner at August Capital, a technology venture capital firm. Prior to August Capital, he was the President of the Technology Research Group, a global strategy consulting firm he founded in 1984. We believe Mr. Rappaport is qualified to serve on our Board of Directors due to his investment experience in the technology industry and his deep knowledge of our company.
Graham Walmsley, M.D., Ph.D. has served as a member of our Board of Directors since March 2020. Dr. Walmsley is a Founding Member and has served as a General Partner of Logos Global Management, LP, a biotechnology-focused hedge fund, since August 2019. From July 2016 to August 2019, he served as a Principal at Versant Ventures, a healthcare focused venture capital firm. Dr. Walmsley served as Head of Business Development at Pipeline Therapeutics Inc., a biotechnology company, from April 2018 to December 2018 and as Head of Business Development at Jecure Therapeutics, Inc., a biotechnology company, from June 2017 until its acquisition by Genentech, Inc., a subsidiary of Roche, in November 2018. He has served as a member of the board of directors of Akero Therapeutics, Inc., a biotechnology company, since June 2018. He previously served as a member of the board of directors of ALX Oncology Holdings Inc., an immune-oncology company, from February 2020 until August 2021. Dr. Walmsley received a B.A. in Molecular and Cell Biology from the University of California, Berkeley and a Ph.D. and an M.D. in Stem Cell Biology and Regenerative Medicine from Stanford University School of Medicine. We believe Dr. Walmsley is qualified to serve on our Board of Directors due to his extensive background in the biotechnology industry and experience as a director of a publicly traded company.
CORPORATE GOVERN ANCE AND BOARD OF DIRECTORS MATTERS
Overview
We are committed to exercising good corporate governance practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies, and procedures in light of such developments. Key information regarding our corporate governance initiatives can be found on our corporate website at https://www.olema.com/ in the Investors Media section under “Corporate Governance,” including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters for our Audit, Compensation, and Nominating and Corporate Governance Committees. We believe that our corporate governance policies and practices, including the substantial percentage of independent directors on our Board of Directors and the appointment of an independent Chairperson of the Board of Directors, empower our independent directors to effectively oversee our management, including the performance of our Chief Executive Officer, and provide an effective and appropriately balanced board governance structure.
Independence of the Board of Directors
As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. Our Board of Directors has undertaken a review of its composition, the composition of its committees, and the independence of each director. Based upon information requested from and provided by each director concerning such director’s background, employment, and affiliations, including family relationships, our Board of Directors has determined that Messrs. Clark, Garland and Rappaport, Mses. Butitta and Larson
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and Drs. Horning, Hrustanovic and Walmsley do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is otherwise “independent” as that term is defined under applicable Nasdaq listing standards. Drs. Bohen and Harmon, by virtue of their positions as our President and Chief Executive Officer and former Chief Research Officer, respectively, are not independent under applicable rules and regulations of the U.S. Securities and Exchange Commission, or the SEC, and Nasdaq listing standards. In addition, our Board of Directors has determined that each member of the Audit Committee and Compensation Committee meets the heightened requirements for such committee membership under applicable Nasdaq and SEC rules and regulations. In making these independence determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Diversity
We value diverse perspectives and believe different points of view brought through diverse representation lead to better business performance, decision making and understanding. In addition to industry expertise and professional experience, our Board values representation that reflects diversity in other important categories including gender, race/ethnicity and sexual orientation.
The matrix below summarizes our current board composition. Our Board Diversity Matrix for the prior year, measured as of April 25, 2023, is available in our 2023 proxy statement filed with the SEC on April 28, 2023.
|
Board Diversity Matrix (as of April 23, 2024) |
|||
|
Total Number of Directors |
10 |
||
|
|
|||
|
|
Female |
Male |
Nonbinary |
|
Part I: Gender Identity |
|||
|
Directors |
3 |
7 |
- |
|
Part II: Demographic Background |
|||
|
African American or Black |
- |
- |
- |
|
Alaskan Native or Native American |
- |
- |
- |
|
Asian |
1 |
- |
- |
|
Hispanic or Latinx |
- |
- |
- |
|
White |
2 |
7 |
- |
|
Two or More Races or Ethnicities |
- |
- |
- |
|
|
|||
|
LGBTQ+ |
- |
- |
- |
|
Did Not Disclose Demographic Background |
- |
- |
- |
Board of Directors Leadership Structure
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The positions of Chairperson of the Board of Directors and Chief Executive Officer are currently separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing our Chairperson to lead our Board of Directors in its fundamental role of providing advice to and oversight of other members of management. Our Board of Directors recognizes the time, effort, and energy that the Chief Executive Officer must devote to his position in the current business environment, particularly as our Board of Directors’ oversight responsibilities continue to grow.
Although our bylaws and Corporate Governance Guidelines do not require that we separate the Chairperson and Chief Executive Officer positions, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time. Our Board of Directors recognizes that, depending on the circumstances, other leadership models, such as combining the role of Chairperson with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board of Directors may periodically review its leadership structure. Our Board of Directors believes its administration of its risk oversight function has not affected its leadership structure.
Our Corporate Governance Guidelines provide that in the event that the Chairperson is not an independent director, our Board of Directors may designate one of the independent directors to serve as Lead Independent Director. Specific roles and responsibilities of the Lead Independent Director, which are detailed in our Corporate Governance Guidelines, include:
As discussed above, except for our Chief Executive Officer and our former Chief Research Officer, our Board of Directors consists of independent directors. The active involvement of these independent directors provide balance on the Board of Directors and promote strong, independent oversight of our management and affairs.
Role of the Board of Directors in Risk Oversight
Our Board of Directors believes that risk management is an important part of establishing, updating, and executing on our business strategy. Our Board of Directors, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of the Company. Our Board of Directors focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage, and mitigate those risks. In addition, our Board of Directors believes that separating the positions of Chief Executive Officer and Chairperson of the Board of Directors supports independent decision-making in developing our risk management and risk mitigation strategies and reinforces the independence of the Board of Directors. Our Board of Directors and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, cybersecurity, legal, and regulatory risks. While our Board of Directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.
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The Audit Committee is responsible for overseeing our financial reporting process on behalf of our Board of Directors and reviewing with management and our auditors, as appropriate, our major financial and enterprise risk exposures as well as overseeing cybersecurity risk management, including responsibility for supervising risk mitigation efforts related to cybersecurity threats, evaluating the sufficiency and effectiveness of information security policies and practices, and ensuring robust internal controls for information security. The Compensation Committee is responsible for overseeing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on the Company. The Nominating and Corporate Governance Committee oversees the management of risks associated with our overall corporate compliance, Code of Conduct, and corporate governance practices and the independence and composition of our Board of Directors. These committees provide regular reports to the full Board of Directors.
Meetings of the Board of Directors
The Board of Directors met nine times during 2023. Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which such person served, held during the portion of 2023 for which such person was a director or committee member.
As required under applicable Nasdaq listing standards, in 2023, the Company’s independent directors met four times in regularly scheduled executive sessions at which only independent directors were present. The Chairperson of the Board of Directors presided over the executive sessions.
Information Regarding Committees of the Board of Directors
The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides information as to the membership and meetings of each of these committees of the Board of Directors in 2023:
|
|
|
|
|
|
|
Nominating and |
|
|
|
|
|
|
|
Corporate |
|
Name |
|
Audit |
|
Compensation (1) |
|
Governance (2) |
|
Sean Bohen, M.D., Ph.D. |
|
|
|
|
|
|
|
Cynthia Butitta |
|
* |
|
|
|
|
|
Ian Clark |
|
|
|
|
|
* |
|
Scott Garland |
|
|
|
|
|
|
|
Cyrus Harmon, Ph.D. |
|
|
|
|
|
|
|
Sandra Horning, M.D., FACP, FASCO |
|
|
|
|
|
|
|
Gorjan Hrustanovic, Ph.D. |
|
|
|
|
|
|
|
Andrew Rappaport |
|
|
|
* |
|
|
|
Graham Walmsley, M.D., Ph.D. |
|
|
|
|
|
|
|
Yi Larson |
|
|
|
|
|
|
|
Number of Meetings |
|
3 |
|
6 |
|
3 |
* Committee Chairperson
(1) Effective as of the conclusion of the Annual Meeting, Ms. Butitta will step down from the Compensation Committee. Additionally, effective as of the conclusion of the Annual Meeting, Mr. Rappaport will step down as Chairperson of the Compensation Committee and Mr. Garland will become Chairperson.
(2) Effective as of the conclusion of the Annual Meeting, Dr. Walmsley will step down from the Nominating and Corporate Governance Committee and Dr. Horning will be appointed to the Nominating and Corporate Governance Committee.
Below is a description of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The written charters of the committees are available to stockholders on our corporate website at https://www.olema.com/ in the Investors Media section under "Corporate
15
Governance." Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
Audit Committee
Our Audit Committee consists of Ms. Butitta, Mr. Rappaport and Dr. Walmsley, each of whom our Board of Directors has determined satisfies the independence requirements under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The Chairperson of our Audit Committee is Ms. Butitta. Our Board of Directors has determined that Ms. Butitta is an “audit committee financial expert” within the meaning of the SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with the applicable Nasdaq listing standards. In arriving at these determinations, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of her or his employment in the corporate finance sector. The primary purpose of the Audit Committee is to discharge the responsibilities of our Board of Directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered accounting firm. Specific responsibilities of this committee include:
Report of the Audit Committee of the Board of Directors
The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2023 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB, and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023.
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|
Respectfully submitted, |
|
The Audit Committee of the Board of Directors |
|
|
|
Cynthia Butitta (Chairperson) |
|
Andrew Rappaport |
|
Graham Walmsley, M.D., Ph.D. |
The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Compensation Committee
During 2023 and until the conclusion of the Annual Meeting, our Compensation Committee consists of Ms. Butitta, Dr. Hrustanovic and Messrs. Garland and Rappaport, and the Chairperson of our Compensation Committee is Mr. Rappaport. Effective as of the conclusion of the Annual Meeting, Ms. Butitta will step down from the Compensation Committee. Furthermore, effective as of the conclusion of the Annual Meeting, Mr. Rappaport will step down as Chairperson of the Compensation Committee and Mr. Garland will become Chairperson. Our Board of Directors has determined that each of Ms. Butitta, Dr. Hrustanovic and Messrs. Garland and Rappaport is independent under the Nasdaq listing standards. The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board of Directors in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. The specific responsibilities of this committee include:
Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chairperson of the Compensation Committee, in consultation with the Chief Executive Officer and Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, the Compensation Committee’s compensation consultant. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives.
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The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting, or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
During the past year, after taking into consideration the six factors prescribed by the SEC and Nasdaq described above, the Compensation Committee engaged Aon as a compensation consultant. The Compensation Committee requested that Aon review industry-wide compensation practices and trends to assess the competitiveness of our executive and non-employee director compensation programs, including its non-employee director equity compensation policy.
As part of its engagement, Aon was requested by the Compensation Committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Aon also spoke with senior management to learn more about our business operations and strategy, key performance metrics and strategic goals, as well as the labor markets in which we compete. Aon ultimately provided input that was presented to the Compensation Committee for its consideration and to the Board for its information. Following an active dialogue with Aon and senior management, the Compensation Committee recommended that the Board approve certain recommendations based on the input provided by Aon.
Nominating and Corporate Governance Committee
During 2023 and until the conclusion of our Annual Meeting, our Nominating and Corporate Governance Committee consists of Mr. Clark, Dr. Walmsley and Ms. Larson. Following the conclusion of our Annual Meeting, Dr. Walmsley will step down from the Nominating and Corporate Governance Committee, and Dr. Horning will be appointed to the Nominating and Corporate Governance Committee. The Chairperson of our Nominating and Corporate Governance Committee is Mr. Clark. Dr. Hrustanovic served as a member of our Nominating and Corporate Governance Committee until April 2023. Our Board of Directors has determined that each current, former and proposed member of the Nominating and Corporate Governance Committee is independent under the Nasdaq listing standards, a non-employee director, and free from any relationship that would interfere with the exercise of such person’s independent judgment.
Specific responsibilities of our Nominating and Corporate Governance committee include:
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The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management; having sufficient time to devote to the affairs of the Company; demonstrating excellence in such person’s field; having the ability to exercise sound business judgment; having experience as a board member or executive officer of another publicly held company; having a diverse personal background, perspective and experience; requirements of applicable law; and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity (including diversity of gender, race, ethnicity, age, sexual orientation and gender identity), age, skills, and such other factors as it deems appropriate, given the current needs of the Board of Directors and the Company, to maintain a balance of knowledge, experience, and capability.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee establishes criteria for a potential candidate based on the qualifications and factors set forth above and engages a professional search firm to assist in finding a potential candidate based upon such criteria. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 780 Brannan Street, San Francisco, California 94103. Submissions must include, among other items required by our bylaws, the name, age, business address and residence address of the proposed nominee; the principal occupation or employment of such nominee; the class and number of shares of each class of capital stock of the Corporation which are owned of record and beneficially by the proposed nominee; the date or dates on which such shares were acquired and the investment intent of such acquisition; a statement whether the proposed nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or re-election at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the Board of Directors; and such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected).
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Stockholder Engagement, Say on Pay Results and Communications With the Board of Directors
We consider our relationships with our stockholders to be a high priority, and the members of our Board of Directors believe that stockholders should have an opportunity to communicate with them. To ensure that our stockholders’ different perspectives on our practices and objectives are well understood by management and our Board of Directors, we actively engage in ongoing dialogue with our stockholders through our stockholder engagement efforts throughout the year. We also strive to provide responses to appropriate inquiries from stockholders in a timely manner. Stockholder engagement is led by our Investor Relations team, and includes attendance at industry investor conferences, targeted outreach to stockholders and prospective stockholders, and maintaining open lines of communication for inquiries.
At each annual meeting of stockholders since we ceased to be an "emerging growth company," we have asked our stockholders to indicate their support for the compensation of our named executive officers by casting a non-binding, advisory "say on pay" vote. In 2023, this proposal received the support of approximately 90% of votes cast (votes "for" divided by the sum of votes "for" and "against"). As part of our ongoing engagement with stockholders, certain members of our management team and Board of Directors, including the Chairs of our Board of Directors and our Compensation Committee, have had dialogue with our largest stockholders regarding topics that include corporate governance (including director skills, experience and attributes), executive compensation, and business strategy. In order to be responsive to certain concerns raised by our investors, we have added Gorjan Hrustanovic of BVF Partners L.P., an investor in the Company, to our Compensation Committee. We will continue to evaluate our compensation program to further align our executive compensation program with the long-term interests of our stockholders and to ensure our policies continue to align with governance and investor best practices.
Stockholders who wish to communicate with the Board of Directors or an individual director may send a written communication c/o Olema Pharmaceuticals, Inc., 780 Brannan Street, San Francisco, California 94103, Attn: Secretary. The Secretary will review each communication. The Secretary will forward such communication to the Board of Directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening, or similarly inappropriate, in which case the Secretary shall discard the communication.
Code of Business Conduct and Ethics
Our written Code of Business Conduct and Ethics, or Code of Conduct, applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller. The Code of Conduct is available on our corporate website at https://www.olema.com/ in the Investors Media section under “Corporate Governance.” If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K. Information contained in, or that can be accessed through, our website is not incorporated by reference herein, and you should not consider information on our website to be part of this proxy statement or our Annual Report on Form 10-K for the year ended December 31, 2023.
Corporate Governance Guidelines
As part of our Board of Directors’ commitment to enhancing stockholder value over the long term, our Board of Directors has adopted a set of Corporate Governance Guidelines to provide the framework for the governance of the Company and to assist our Board of Directors in the exercise of its responsibilities. Our Corporate Governance Guidelines cover, among other topics, board composition and structure, board membership criteria, director independence, board and board committee assessments, committees of the Board of Directors, board access to management and outside advisors, and director orientation and education. The Corporate Governance Guidelines, as well as current copies of the charters for each committee of the Board of Directors, may be viewed on our corporate website at https://www.olema.com in the Investors Media section under “Corporate Governance.”
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PROPOS AL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules. At the 2022 annual meeting of stockholders, the stockholders indicated their preference that the Company solicit a non-binding advisory vote on the compensation of the Company’s named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board of Directors has adopted a policy that is consistent with that preference.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are designed to meet two objectives: (i) to attract and retain talented and skilled executives by paying for performance and (ii) to align compensation of our executives with our stockholders through an appropriate mix of short-term and long-term compensation. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion that accompanies the compensation tables, is hereby APPROVED.”
Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to the Board and the Compensation Committee, and accordingly the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Vote Required
Advisory approval of this proposal requires the vote of the holders of a majority of the voting power of the shares present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL NO. 2.
21
PROPO SAL NO. 3
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2024, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst Young LLP has audited our financial statements since 2020. Representatives of Ernst Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board of Directors is submitting the selection of Ernst Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.
Vote Required
The affirmative vote of the holders of a majority of the voting power shares present in person, by remote communication or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter will be required to approve this Proposal No. 3.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL NO. 3.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to Olema for the years ended December 31, 2022 and 2023, by Ernst Young LLP, our independent registered public accounting firm.
|
|
Year Ended December 31, |
||||
|
|
2023 |
|
2022 |
||
|
Audit Fees (1) |
$ |
591,000 |
|
$ |
575,000 |
|
Audit-Related Fees |
|
— |
|
|
— |
|
Tax Fees (2) |
|
27,891 |
|
|
24,779 |
|
All Other Fees |
|
— |
|
|
— |
|
Total Fees |
$ |
618,891 |
|
$ |
599,779 |
All fees incurred in 2022 and 2023 were pre-approved by our Audit Committee.
22
Pre-Approval Procedures
The Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, Ernst Young LLP. The Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of April 23, 2024 (except as noted) by:
This table is based upon information supplied by officers and directors as well as Schedules 13G or 13D filed with the SEC by beneficial owners of more than five percent of our common stock. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 55,933,827 shares outstanding on April 23, 2024, adjusted as required by rules promulgated by the SEC.
Except as otherwise noted below, the address for persons listed in the table is c/o Olema Pharmaceuticals, Inc., 780 Brannan Street, San Francisco, California 94103.
|
|
|
Beneficial Ownership |
|
||
|
Beneficial Owner |
|
Number of Shares of Common Stock |
|
Percent of Total |
|
|
5% Stockholders |
|
|
|
|
|
|
Entities affiliated with BVF Partners L.P. (1) |
|
9,135,893 |
|
16.3 |
% |
|
Entities affiliated with Paradigm BioCapital (2) |
|
7,903,600 |
|
14.1 |
% |
|
Entities affiliated with Logos Opportunities Fund I L.P. (3) |
|
4,383,875 |
|
7.8 |
% |
|
Entities affiliated with BlackRock, Inc. (4) |
|
3,263,907 |
|
5.8 |
% |
|
Entities affiliated with Deep Track Capital, LP (5) |
|
3,040,248 |
|
5.4 |
% |
|
Named Executive Officers and Directors |
|
|
|
|
|
|
Sean Bohen, M.D, Ph.D. (6) |
|
2,394,230 |
|
4.1 |
% |
|
Shane Kovacs (7) |
|
732,131 |
|
1.3 |
% |
|
Naseem Zojwalla, M.D. (8) |
|
226,497 |
|
* |
|
|
Cyrus Harmon, Ph.D. (9) |
|
1,433,544 |
|
2.5 |
% |
|
Ian Clark (10) |
|
295,770 |
|
* |
|
|
Cynthia Butitta (11) |
|
169,956 |
|
* |
|
|
Scott Garland (12) |
|
19,129 |
|
* |
|
|
Sandra Horning, M.D. (13) |
|
150,643 |
|
* |
|
|
Gorjan Hrustanovic, Ph.D. (14) |
|
129,120 |
|
* |
|
|
Yi Larson (15) |
|
89,853 |
|
* |
|
|
Andrew Rappaport (16) |
|
564,877 |
|
1.0 |
% |
|
Graham Walmsley, M.D., Ph.D. (17) |
|
4,512,995 |
|
8.0 |
% |
|
All executive officers and directors as a group (13 persons) (18) |
|
11,740,449 |
|
19.4 |
% |
* Represents beneficial ownership of less than 1%.
24
25
26
27
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our executive officers as of April 23, 2024:
|
Name |
|
Age |
|
Position |
|
Sean Bohen, M.D., Ph.D. (1) |
|
57 |
|
President, Chief Executive Officer and Director |
|
Shane Kovacs |
|
50 |
|
Chief Operating and Financial Officer |
|
David C. Myles, Ph.D. |
|
62 |
|
Chief Discovery and Non-Clinical Development Officer |
|
Naseem Zojwalla, M.D. |
|
51 |
|
Chief Medical Officer |
Shane Kovacs has served as our Chief Operating and Financial Officer since June 2020. Prior to joining us, Mr. Kovacs served as Chief Business and Financial Officer at BlueRock Therapeutics LP, a biotechnology company, from July 2018 to March 2020, which was acquired by Bayer AG, a biopharmaceutical company, in August 2019. Mr. Kovacs served as Managing Director, Head of Biotechnology Investment Banking at RBC Capital Markets, a financial services company, from May 2017 to September 2018. From May 2013 to May 2017, Mr. Kovacs served as Executive Vice President, Chief Financial Officer and Head of Corporate Development at PTC Therapeutics, Inc., a biopharmaceutical company. From March 2004 to May 2013, Mr. Kovacs served in various positions at Credit Suisse, a financial services company, including Managing Director, Healthcare Investment Banking. Mr. Kovacs received a B.Eng. in chemical engineering and a B.S. in life sciences from Queen’s University and an M.B.A. from the University of Western Ontario. He is also a CFA Charterholder.
David C. Myles, Ph.D. has served as our Chief Discovery and Non-Clinical Development Officer since September 2022. Prior to that, he served as our Chief Development Officer and Executive Vice President, Drug Discovery and Development beginning in April 2008. From 2006 to 2008, Dr. Myles co-founded and served as the Chief Operating Officer of Epiphany Biosciences, Inc., a biotechnology company. From January 2001 to November 2006, he served as the Executive Director of Chemistry at Kosan Biosciences, Inc., a biotechnology company. From 1998 to 2001, Dr. Myles served as the Associate Director of Medical Chemistry at Chiron Corporation, a biotechnology company that was later acquired by Novartis International AG, a biopharmaceutical company. From 1991 to 1998, he was an Assistant Professor in the Department of Chemistry and Biochemistry at University of California, Los Angeles. Dr. Myles currently serves as the Finance Chair on the board of directors of Point Blue Conservation Science. Dr. Myles received a B.A. in chemistry from Occidental College, and a Ph.D. in Chemistry from Yale University. He was a National Institute of Health post-doctoral fellow at Harvard University.
Naseem Zojwalla, M.D. has served as our Chief Medical Officer since January 2022. Prior to that, Dr. Zojwalla served as Vice President of Clinical Development at Turning Point Therapeutics, a biotechnology company (acquired by Bristol Myers Squibb, a biopharmaceutical company), from July 2020 to January 2022, and at Peloton Therapeutics, a biopharmaceutical company (acquired by Merck, a biopharmaceutical company), from March 2015 to March 2020. Earlier in her career, Dr. Zojwalla held roles of increasing responsibility at multiple oncology-focused companies, including Onyx Pharmaceuticals Inc., a biopharmaceutical company, ImClone Systems Inc., a biopharmaceutical company, and Eisai Medical Research, a pharmaceutical company. Dr. Zojwalla was previously an Assistant Clinical Professor of Medicine at Columbia University Medical Center. She received a B.S. from Stanford University, an M.D. from Temple University School of Medicine and completed her hematology/oncology fellowship training at Columbia University Medical Center.
28
EXECUTIVE COMPENSATION
The following table shows for the years ended December 31, 2023 and 2022, the compensation awarded to or paid to, or earned by, (i) our principal executive officer, (ii) each of our two other most highly compensated executive officers during the year ended December 31, 2023 who were serving as executive officers at the end of the last completed fiscal year, and (iii) an additional individual who would have been one of our two other most highly compensated executive officers and served as an executive officer during the year ended December 31, 2023, but was not serving as an executive officer as of December 31, 2023, or, collectively, the named executive officers.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
All Other |
|
|
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
Total |
|
Name and Principal Position |
|
Year |
|
($) |
|
($) |
|
($) (1) |
|
($) (2) |
|
($) (3) |
|
($) |
|
($) |
|
Sean Bohen, M.D., Ph.D. |
|
2023 |
|
647,000 |
|
|
|
|
|
2,002,000 |
|
489,000 |
|
14,370 |
(4) |
3,152,370 |
|
President and Chief Executive Officer |
|
2022 |
|
615,800 |
|
|
|
1,064,700 |
|
3,923,168 |
|
372,600 |
|
13,370 |
|
5,989,638 |
|
Shane Kovacs |
|
2023 |
|
520,000 |
|
|
|
|
|
728,000 |
|
286,000 |
|
14,370 |
(4) |
1,548,370 |
|
Chief Operating and Financial Officer |
|
2022 |
|
495,000 |
|
|
|
354,900 |
|
1,193,010 |
|
217,800 |
|
13,370 |
|
2,274,080 |
|
Naseem Zojwalla, M.D. |
|
2023 |
|
477,000 |
|
|
|
|
|
546,000 |
|
262,000 |
|
14,370 |
(4) |
1,299,370 |
|
Chief Medical Officer |
|
2022 |
|
414,205 |
|
150,000 |
|
270,400 |
|
1,207,500 |
|
198,000 |
|
13,272 |
|
2,253,377 |
|
Cyrus Harmon, Ph.D. (5) |
|
2023 |
|
120,972 |
|
|
|
|
|
550,180 |
|
48,000 |
|
615,678 |
(6) |
1,334,830 |
|
Former Chief Research Officer and Former Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Narrative to Summary Compensation Table
Say on Pay Vote
29
At our 2023 annual meeting of stockholders, we asked our stockholders to indicate their support for the compensation of our named executive officers by casting a non-binding, advisory “say on pay” vote. This proposal received the support of approximately 90% of votes cast. For a further discussion of our response to the vote and ongoing stockholder engagement, refer to “Stockholder Engagement, Say on Pay Results and Communications With the Board of Directors” above.
Base Salary
Base salaries for our executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of such officer’s responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. In making decisions regarding salary increases, we may also draw upon the experience of members of our Board of Directors with executives at other companies.
The 2022 and 2023 annual base salaries for our named executive officers are set forth in the table below. The Compensation Committee evaluated the 2022 and 2023 base salaries of our named executive officers with Aon and determined to increase base salaries for our named executive officers as shown below. For a further discussion of the Compensation Committee’s processes and procedures for determining the compensation of our named executive officers, refer to “Compensation Committee—Compensation Committee Processes and Procedures” above.
|
Named Executive Officer |
|
2022 Base Salary ($) |
|
2023 Base Salary ($) |
|
Percentage Increase (%) |
|
|
Sean Bohen, M.D., Ph.D. |
|
615,800 |
|
647,000 |
|
5.1 |
% |
|
Shane Kovacs |
|
495,000 |
|
520,000 |
|
5.1 |
% |
|
Naseem Zojwalla, M.D. |
|
450,000 |
|
477,000 |
|
6.0 |
% |
|
Cyrus Harmon, Ph.D. |
|
510,000 |
|
520,000 |
|
2.0 |
% |
Annual Bonus Plan
Our executive officers are eligible to receive performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined performance goals and to reward our executives for individual achievement toward these goals. The performance-based bonus each executive officer is eligible to receive is generally based on the extent to which we achieve the corporate goals that our Board of Directors or Compensation Committee establishes, as well as individual performance, and is paid annually. Annually, our Compensation Committee performs a qualitative review of the Company’s performance and the individual performance of the executive officers, and determines the actual bonus payout to be awarded to each of our eligible executive officers.
For 2023, our named executive officers were eligible to earn annual cash bonuses with the following target percentages, expressed as a percent of base salary, of 55% for Dr. Bohen, 40% for Mr. Kovacs, 40% for Dr. Zojwalla and 40% for Dr. Harmon based on the achievement of certain corporate performance objectives approved by our Board of Directors. The performance objectives were set in a manner intended to be challenging. For 2023, the corporate performance metrics set by our Board of Directors were the clinical development of palazestrant (OP-1250), including initiation of the Phase 3 monotherapy clinical trial of palazestrant, the ongoing progress of the Phase 1b/2 clinical studies of palazestrant in combination with each of palbociclib and ribociclib, respectively, the drug product supply chain factors, broadening our pipeline, the achievement of a financing with aggregate gross proceeds of at least $75 million, and the achievement of certain organizational and business development goals. In December 2023, the Compensation Committee reviewed the Company’s achievements against our 2023 corporate goals, including exceeding goals related to broadening our pipeline and the achievement of an equity financing with aggregate gross proceeds of approximately $130 million and debt financing with aggregate loan proceeds of up to $50 million. Based on this review, the Compensation Committee determined the level of corporate achievement for 2023 to be 125%. The Compensation Committee then considered individual
30
performance, in addition to the corporate achievement, and, based on this review, approved bonus payments for 2023 for Drs. Bohen and Zojwalla and Mr. Kovacs as set forth in the table below. Dr. Harmon was not eligible to receive a bonus since he was not an employee at the end of 2023.
|
Named Executive Officer |
|
2023 Bonus Target (%) |
|
|
2023
|
|
2023 Performance Bonus ($) |
||||||||||||||||
|
Sean Bohen, M.D., Ph.D. |
|
55 |
% |
|
355,850 |
|
489,000 |
||||||||||||||||
|
Shane Kovacs |
|
40 |
% |
|
208,000 |
|
286,000 |
||||||||||||||||
|
Naseem Zojwalla, M.D. |
|
40 |
% |
|
190,800 |
|
262,000 |
||||||||||||||||
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plan |
|
Market or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards: |
|
payout |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Number |
|
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
value
|
|
of
|
|
of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
|
|
shares
|
|
shares,
|
|
shares,
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Number of |
|
|
|
|
|
units
|
|
units
|
|
or
|
|
or
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
stock
|
|
stock
|
|
rights
|
|
rights
|
|
|
|
|
|
|
|
|
Vesting |
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
Option |
|
have
|
|
have
|
|
have
|
|
have
|
|
|
Name |
|
Grant
|
|
Approval
|
|
Commencement
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration
|
|
Vested
|
|
vested
|
|
vested
|
|
vested
|
|
|
Sean Bohen |
|
09/19/2020 |
|
09/19/2020 |
|
09/01/2020 |
|
966,316 |
(2) |
— |
|
4.82 |
|
09/18/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
09/19/2020 |
|
09/19/2020 |
|
09/01/2020 |
|
62,196 |
|
20,735 |
(3) |
4.82 |
|
09/18/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
11/18/2020 |
|
11/10/2020 |
|
11/10/2020 |
|
414,723 |
|
123,297 |
(4) |
19.00 |
|
11/17/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
03/15/2021 |
|
03/11/2021 |
|
03/15/2021 |
|
51,562 |
|
23,438 |
(5) |
45.63 |
|
3/15/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
02/01/2022 |
|
1/29/2022 |
|
02/01/2022 |
|
372,280 |
|
439,970 |
(6) |
7.02 |
|
01/31/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
11/11/2022 |
|
11/11/2022 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
204,750 |
(7) |
2,872,643 |
(8) |
|
|
|
2/1/2023 |
|
2/1/2023 |
|
2/1/2023 |
|
— |
|
550,000 |
(9) |
4.87 |
|
1/31/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
Shane Kovacs |
|
06/15/2020 |
|
06/10/2020 |
|
06/15/2020 |
|
— |
|
— |
|
— |
|
— |
|
44,835 |
(10) |
629,035 |
|
— |
|
— |
|
|
|
|
11/18/2020 |
|
11/10/2020 |
|
11/10/2020 |
|
82,944 |
|
24,660 |
(4) |
19.00 |
|
11/17/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
02/01/2022 |
|
1/29/2022 |
|
02/01/2022 |
|
103,208 |
|
133,792 |
(6) |
7.02 |
|
01/31/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
11/11/2022 |
|
11/11/2022 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
68,250 |
(7) |
957,548 |
(8) |
|
|
|
2/1/2023 |
|
2/1/2023 |
|
2/1/2023 |
|
— |
|
200,000 |
(9) |
4.87 |
|
1/31/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
Naseem Zojwalla |
|
02/01/2022 |
|
1/26/2022 |
|
1/31/2022 |
|
103,791 |
|
130,209 |
(11) |
7.02 |
|
01/31/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
11/11/2022 |
|
11/11/2022 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
52,000 |
(7) |
729,560 |
(8) |
|
|
|
2/1/2023 |
|
2/1/2023 |
|
2/1/2023 |
|
— |
|
150,000 |
(9) |
4.87 |
|
1/31/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
Cyrus Harmon |
|
06/15/2020 |
|
06/10/2020 |
|
06/15/2020 |
|
— |
|
— |
|
— |
|
— |
|
17,934 |
(12) |
251,614 |
|
— |
|
— |
|
|
|
|
09/12/2020 |
|
09/12/2020 |
|
09/12/2020 |
|
185,135 |
|
42,724 |
(13) |
4.82 |
|
09/11/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
11/18/2020 |
|
11/10/2020 |
|
11/10/2020 |
|
138,241 |
|
41,099 |
(4) |
19.00 |
|
11/17/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
02/01/2022 |
|
1/29/2022 |
|
02/01/2022 |
|
47,895 |
|
56,605 |
(6) |
7.02 |
|
01/31/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
11/11/2022 |
|
11/11/2022 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
29,250 |
(7) |
410,378 |
(8) |
|
|
|
2/1/2023 |
|
2/1/2023 |
|
2/1/2023 |
|
— |
|
150,000 |
(9) |
4.87 |
|
1/31/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
Average |
|
|
|
Value of Initial |
|
|
|
|
|
|
|
|
|
Summary |
|
Average |
|
Fixed $100 |
|
|
|
|
|
Summary |
|
|
|
Compensation |
|
Compensation |
|
Investment Based |
|
|
|
|
|
Compensation |
|
Compensation |
|
Table Total for |
|
Actually Paid |
|
On: |
|
|
|
|
|
Table Total for |
|
Actually Paid to |
|
Non-PEO |
|
to Non-PEO |
|
Total Stockholder |
|
Net Loss |
|
|
|
PEO |
|
PEO |
|
NEOs |
|
NEOs |
|
Return |
|
(in thousands) |
|
Year |
|
($) (1) |
|
($) (2) |
|
($) (3) |
|
($) (4) |
|
($) (5) |
|
($) (6) |
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(h) |
|
2023 |
|
3,152,370 |
|
22,259,539 |
|
1,394,190 |
|
6,072,915 |
|
29 |
|
(96,655) |
|
2022 |
|
5,989,638 |
|
(3,269,769) |
|
2,263,729 |
|
444,090 |
|
5 |
|
(104,787) |
|
2021 |
|
3,323,550 |
|
(51,168,605) |
|
1,351,725 |
|
(11,489,800) |
|
19 |
|
(71,096) |
|
|
|
Reported |
|
Reported |
|
|
|
|
|
|
|
Summary Compensation |
|
Value of Equity |
|
Equity |
|
Compensation |
|
|
|
Table Total for PEO |
|
Awards (a) |
|
Award Adjustments (b) |
|
Actually Paid to PEO |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
2023 |
|
3,152,370 |
|
2,002,000 |
|
21,109,169 |
|
22,259,539 |
|
2022 |
|
5,989,638 |
|
4,987,868 |
|
(4,271,539) |
|
(3,269,769) |
|
2021 |
|
3,323,550 |
|
2,324,250 |
|
(52,167,905) |
|
(51,168,605) |
38
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
Year over |
|
at the End |
|
|
|
|
|
|
|
Year over |
|
Fair Value |
|
Year |
|
of the Prior |
|
|
|
|
|
|
|
Year |
|
as of |
|
Change in |
|
Year of |
|
|
|
|
|
|
|
Change in |
|
Vesting |
|
Fair Value |
|
Equity |
|
|
|
|
|
|
|
Fair Value of |
|
Date of |
|
of Equity |
|
Awards that |
|
|
|
|
|
|
|
Outstanding |
|
Equity |
|
Awards |
|
Failed to |
|
|
|
|
|
Year End |
|
and |
|
Awards |
|
Granted in |
|
Meet |
|
Total |
|
|
|
Fair Value |
|
Unvested |
|
Granted |
|
Prior Years |
|
Vesting |
|
Equity |
|
|
|
of Equity |
|
Equity |
|
and Vested |
|
that Vested |
|
Conditions |
|
Award |
|
|
|
Awards |
|
Awards |
|
in the Year |
|
in the Year |
|
in the Year |
|
Adjustments |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
2023 |
|
6,765,000 |
|
9,777,659 |
|
— |
|
4,566,510 |
|
— |
|
21,109,169 |
|
2022 |
|
1,933,268 |
|
(4,412,789) |
|
— |
|
(1,792,018) |
|
— |
|
(4,271,539) |
|
2021 |
|
342,750 |
|
(42,450,403) |
|
— |
|
(10,060,252) |
|
— |
|
(52,167,905) |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Reported Summary |
|
Average |
|
|
|
Average |
|
|
|
Compensation Table |
|
Reported |
|
Average Equity |
|
Compensation |
|
|
|
Total for Non- |
|
Value of Equity |
|
Award |
|
Actually Paid to Non |
|
|
|
PEO NEOs |
|
Awards |
|
Adjustments (a) |
|
PEO NEOs |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
2023 |
|
1,394,190 |
|
608,061 |
|
5,286,786 |
|
6,072,915 |
|
2022 |
|
2,263,729 |
|
1,512,905 |
|
(306,734) |
|
444,090 |
|
2021 |
|
1,351,725 |
|
619,800 |
|
(12,221,725) |
|
(11,489,800) |
39
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
Year over |
|
Fair Value |
|
|
|
|
|
|
|
Year over |
|
Average |
|
Year |
|
at the End |
|
|
|
|
|
|
|
Year |
|
Fair Value |
|
Average |
|
of the Prior |
|
|
|
|
|
|
|
Average |
|
as of |
|
Change in |
|
Year of |
|
|
|
|
|
|
|
Change in |
|
Vesting |
|
Fair Value |
|
Equity |
|
|
|
|
|
|
|
Fair Value of |
|
Date of |
|
of Equity |
|
Awards that |
|
|
|
|
|
|
|
Outstanding |
|
Equity |
|
Awards |
|
Failed to |
|
Total |
|
|
|
Average |
|
and |
|
Awards |
|
Granted in |
|
Meet |
|
Average |
|
|
|
Year End Fair |
|
Unvested |
|
Granted |
|
Prior Years |
|
Vesting |
|
Equity |
|
|
|
Value of Equity |
|
Equity |
|
and Vested |
|
that Vested |
|
Conditions |
|
Award |
|
|
|
Awards |
|
Awards |
|
in the Year |
|
in the Year |
|
in the Year |
|
Adjustments |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
2023 |
|
2,050,000 |
|
2,167,742 |
|
— |
|
1,069,044 |
|
— |
|
5,286,786 |
|
2022 |
|
581,980 |
|
(592,070) |
|
— |
|
(296,644) |
|
— |
|
(306,734) |
|
2021 |
|
91,400 |
|
(9,870,470) |
|
— |
|
(2,442,655) |
|
— |
|
(12,221,725) |
Analysis of the Information Presented in the Pay Versus Performance Table
Our executive compensation program reflects our philosophy of consistency with current market practices and aligning executive compensation with our long-term performance, value creation, and corporate objectives, to allow us to deliver on our mission and create stockholder value. While we utilize several performance measures to align executive compensation with our performance, all of those company measures are not presented in the Pay versus Performance table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical illustrations of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Net Loss
Because we are a pre-commercial stage company, we had no revenue during the periods presented. Consequently, we do not use net loss as a performance measure in our executive compensation program. Moreover, as a pre-commercial stage company with no revenue, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.
Compensation Actually Paid and Cumulative TSR
The graph below shows the amount of compensation actually paid to Dr. Bohen and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Dr. Bohen) compared to our cumulative TSR. The changes in compensation actually paid to Dr. Bohen and our other NEOs during such periods as described in the Pay versus Performance table above were largely driven by equity award related adjustments as a result of the volatility in the market price of our common stock, and to a lesser
40
extent by variability in annual salary, bonus and equity incentive awards. As a result, such changes are not directly related to the changes in our cumulative TSR during such periods.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
41
EQUITY COMPENSATIO N PLAN INFORMATION
The following table shows certain information with respect to all of our equity compensation plans in effect as of December 31, 2023.
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
securities |
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
|
|
|
|
|
|
available for future |
|
|
|
|
Number of |
|
|
|
|
issuance under |
|
|
|
|
securities to be |
|
|
|
|
equity |
|
|
|
|
issued upon |
|
Weighted-average |
|
compensation |
|
|
|
|
|
exercise of |
|
exercise price of |
|
plans (excluding |
|
|
|
|
|
outstanding stock |
|
outstanding stock |
|
securities |
|
|
|
|
|
options, warrants |
|
options, warrants |
|
reflected in |
|
|
|
|
|
and rights |
|
and rights |
|
column (a)) |
|
|
|
Plan Category |
|
(a) |
|
(b) |
|
(c) |
|
|
|
Equity compensation plans approved by security holders (1) |
|
7,545,101 |
|
$ |
8.78 |
|
2,339,912 |
(2) |
|
Equity compensation plans not approved by security holders (3) |
|
1,125,641 |
|
|
6.79 |
|
842,398 |
|
|
Total |
|
8,670,742 |
|
$ |
8.52 |
|
3,182,310 |
|
Inducement Plan
The Board of Directors adopted the Inducement Plan in January 2022. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c) of the Nasdaq listing standards, and provides for the grant of non-statutory options, restricted stock awards, stock appreciation rights, restricted stock unit awards, performance awards, and other awards.
Stock awards granted under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company or an affiliate of the Company (or following such individuals’ bona fide period of non-employment with the Company or an affiliate of the Company), as an inducement material to the individuals’ entering into employment with the Company or an affiliate of the Company or in a manner otherwise permitted by Rule 5635(c) of the Nasdaq listing standards. In addition, stock awards must be approved by either a majority of the Company’s “independent directors” (as such term is defined in Rule 5605(a)(2) of the Nasdaq listing standards) or the Compensation Committee,
42
provided such committee comprises solely independent directors. The terms of the Inducement Plan are otherwise substantially similar to the 2020 Plan (including with respect to the treatment of stock awards upon corporate transactions involving us or certain changes in our capitalization), except stock awards granted under the Inducement Plan may not be repriced without stockholder approval.
The maximum number of shares of our common stock that may be issued under our Inducement Plan is 2,000,000 shares. Shares subject to stock awards granted under our Inducement Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the Inducement Plan. Additionally, shares become available for future grant under the Inducement Plan if they were issued under stock awards granted under the Inducement Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award. As of December 31, 2023, 842,398 shares of our common stock were available for issuance, and incentive awards representing 1,125,641 shares of our common stock had been granted, under Inducement Plan.
43
DIRECTOR CO MPENSATION
The following table shows for the year ended December 31, 2023 certain information with respect to the compensation of our non-employee directors:
Director Compensation for 2023
|
|
|
Fees Earned or |
|
|
|
|
|
|
|
|
|
|
Paid in Cash |
|
Option Awards (1)(2) |
|
Total |
|||
|
Name |
|
($) |
|
($) |
|
($) |
|||
|
Cynthia Butitta |
|
|
62,000 |
|
|
118,145 |
|
|
180,145 |
|
Ian Clark |
|
|
80,500 |
|
|
118,145 |
|
|
198,645 |
|
Scott Garland (3) |
|
|
9,625 |
|
|
270,581 |
|
|
280,206 |
|
Sandra Horning, M.D. |
|
|
40,000 |
|
|
118,145 |
|
|
158,145 |
|
Gorjan Hrustanovic, Ph.D. |
|
|
47,000 |
|
|
118,145 |
|
|
165,145 |
|
Yi Larson |
|
|
45,000 |
|
|
118,145 |
|
|
163,145 |
|
Andrew Rappaport |
|
|
58,500 |
|
|
118,145 |
|
|
176,645 |
|
Graham Walmsley, M.D., Ph.D. |
|
|
53,000 |
|
|
118,145 |
|
|
171,145 |
|
|
|
Number of Shares |
|
|
|
Underlying Option |
|
Name |
|
Awards |
|
Cynthia Butitta |
|
86,080 |
|
Ian Clark |
|
295,770 |
|
Scott Garland |
|
35,867 |
|
Sandra Horning, M.D. |
|
150,643 |
|
Gorjan Hrustanovic, Ph.D. |
|
129,120 |
|
Yi Larson |
|
89,853 |
|
Andrew Rappaport |
|
178,912 |
|
Graham Walmsley, M.D., Ph.D. |
|
129,120 |
The table above does not include Dr. Bohen because he did not receive any compensation for services provided as a director in 2023. The table above also does not include Dr. Harmon because the compensation he received for his services as a non-employee director following his departure from the Company in 2023 are reported in the "Other" column of the Summary Compensation Table above. Refer to "Executive Compensation-Summary Compensation Table."
Non-Employee Director Compensation Policy
Our Board of Directors adopted a non-employee director compensation policy in October 2020 that became effective in November 2020 and is applicable to all of our non-employee directors. This compensation policy
44
provides that each such non-employee director receives the following compensation for service on our Board of Directors:
Each of the option grants described above were granted under our 2020 Plan. Each such option grant vests and becomes exercisable subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. The term of each option is 10 years, subject to earlier termination as provided in the 2020 Plan.
In April 2024, our Board of Directors adopted an amended and restated non-employee director compensation policy that will become effective on June 1, 2024, and will be applicable to all of our non-employee directors. This amended and restated non-employee director compensation policy will provide for the following changes to the policy:
Except as described above, the term of the existing non-employee director compensation policy will remain unchanged.
45
The following is a summary of transactions since January 1, 2022, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation.”
Certain Transactions With or Involving Related Persons
Investors’ Rights Agreement
In September 2020, we entered into an Amended and Restated Investors’ Rights Agreement, or the Rights Agreement, with certain holders of more than 5% of our outstanding capital stock, including entities affiliated with BVF Partners L.P. and entities affiliated with Logos Opportunities Fund I L.P., and including certain affiliates of our directors. The Rights Agreement provided registration rights with regard to common stock held by the parties to such agreement and such registration rights terminated by its terms in November 2023.
Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and bylaws also provide our Board of Directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, we have entered an indemnification agreement with each of our directors and executive officers, which will require us to indemnify them.
Private Placement Offering
In September 2023, we entered into Stock Purchase Agreement, or the Purchase Agreement, with certain institutional investors, relating to a private placement of shares of our common stock, or the Private Placement. The Private Placement closed on September 12, 2023. Pursuant to the Purchase Agreement, we issued and sold an aggregate of 13,211,381 shares of our common stock to the purchasers for a purchase price of $9.84 per share and aggregate gross proceeds to the Company of approximately $130.0 million. After deducting offering expenses related to the Private Placement of approximately $0.3 million, the net proceeds to from the Private Placement were approximately $129.7 million. Certain holders of more than 5% of our capital stock (including shares of common stock acquired in the Private Placement), including those holders affiliated with members of our Board, purchased shares of our common stock in the Private Placement at the offering price offered to other investors.
The following table sets forth the number of shares of our common stock purchased and the aggregate cash purchase price paid by each of these stockholders:
|
Name |
|
Shares of Common Stock Purchased |
|
Aggregate Cash Purchase Price ($) |
|
Logos Global Master Fund LP (1) |
|
508,130 |
|
4,999,999.20 |
|
Entities affiliated with Biotechnology Value Fund, L.P. (2) |
|
1,453,131 |
|
14,298,809.04 |
|
Paradigm BioCapital International Fund Ltd. (3) |
|
3,505,738 |
|
34,496,461.90 |
(1) Logos Global Master Fund LP is the beneficial owner of more than 5% of our common stock. Dr. Walmsley is a member of our Board of Directors and a General Partner of Logos Global Management LP, an affiliate of Logos Global Master Fund.
46
(2) BVF Partners L.P. together with its affiliates is the beneficial owner of more than 5% of our common stock. Dr. Hrustanovic is a member of our Board of Directors and an affiliate of Biotechnology Value Fund, L.P.
(3) Paradigm BioCapital Advisers LP together with its affiliates is the beneficial owner of more than 5% of our common stock.
Related Person Transactions Policy
We have adopted a written Related Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are, were or will be participants involving an amount that exceeds $120,000 or, such time as we qualify as a “smaller reporting company”, the lesser of (i) $120,000 and (ii) 1% of the average of our total assets at year end for the last two completed fiscal years. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or holder of 5% or more of our capital stock, including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, each director and executive officer must identify, and we will request each significant stockholder to identify, any related person transaction involving such director or executive officer or such person’s affiliates and immediate family members, and must seek approval from the Audit Committee before he or she or, with respect to immediate family members or any of their affiliates, before they, may engage in the transaction. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether any alternative transactions were available. In considering related person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of us and our stockholders, as the Audit Committee determines in the good faith exercise of its discretion.
DELINQUENT SEC TION 16(A) REPORTS
Section 16(a) of the Exchange Act requires that our executive officers, directors and 10% stockholders file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent year. Based solely on our review of forms we received and written representations of our executive officers, directors and 10% stockholders, we believe that during the year ended December 31, 2023, all Section 16(a) filing requirements were satisfied on a timely basis, other than a Form 4 filed by Graham Walmsley on December 18, 2023 reporting four transactions not timely reported.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This
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process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
A number of brokers with account holders who are Olema stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker, notify our Secretary at 1-415-651-3316 or send a written request to: Secretary at Olema, 780 Brannan Street, San Francisco, California 94103. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice of Internet Availability of Proxy Materials or the full set of proxy materials, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
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OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
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By Order of the Board of Directors, |
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/s/ Sean Bohen, M.D., Ph.D. |
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Sean Bohen, M.D., Ph.D. |
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President and Chief Executive Officer |
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April 26, 2024 |
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A copy of our Annual Report on Form 10-K for the year ended December 31, 2023 is available without charge upon written request to: Secretary, Olema Pharmaceuticals, Inc., 780 Brannan Street, San Francisco, CA 94103.
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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all the nominees listed under Proposal A 1, and FOR Proposals 2 and 3. 1. Election of the three nominees for Class I director named in the accompanying proxy statement to hold office until the Company's 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Nominees: 01 - Ian Clark 02 - Sandra Horning, M.D. 03 - Gorjan Hrustanovic, Ph.D. Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. 01 02 03 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers. For Against Abstain 3. Ratification of the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. 4. Any other business properly brought before the meeting. NOTE: Your proxy holder will also vote on any other business properly brought before the meeting or any adjournment or postponement thereof. 1 U P X 613571 03ZOCB
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.edocumentview.com/OLMA IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Olema Pharmaceuticals, Inc. Notice of 2024 Annual Meeting of Stockholders Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders — June 13, 2024 Sean P. Bohen and Shane Kovacs, or any of them as proxies, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Olema Pharmaceuticals, Inc. to be held on June 13, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, this proxy will be voted in accordance with the Board of Directors’ recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. (Items to be voted appear on reverse side) B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
ENDORSEMENT_LINE______________ SACKPACK_____________ C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59 p.m. Eastern Time, on June 12, 2024 Online Go to www.envisionreports.com/OLMA or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/OLMA 2024 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all the nominees listed under Proposal A 1, and FOR Proposals 2 and 3. 1. Election of the three nominees for Class I director named in the accompanying proxy statement to hold office until the Company's 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Nominees: 01 - Ian Clark 02 - Sandra Horning, M.D. 03 - Gorjan Hrustanovic, Ph.D. Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. 01 02 03 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers. For Against Abstain 3. Ratification of the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. 4. Any other business properly brought before the meeting. NOTE: Your proxy holder will also vote on any other business properly brought before the meeting or any adjournment or postponement thereof. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 613571 03ZOBC
Olema Pharmaceuticals, Inc. Annual Meeting of Stockholders will be held on June 13, 2024 in a virtual format only, live via the Internet at 8:00 a.m. Pacific Time. You will be able to attend the Annual Meeting by first registering at www.viewproxy.com/olma/2024. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual meeting. All registrations to attend the Annual Meeting must be received by 11:59 p.m. ET on June 11, 2024. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/OLMA Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/OLMA IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Olema Pharmaceuticals, Inc. Notice of 2024 Annual Meeting of Stockholders Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders — June 13, 2024 Sean P. Bohen and Shane Kovacs, or any of them as proxies, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Olema Pharmaceuticals, Inc. to be held on June 13, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, this proxy will be voted in accordance with the Board of Directors’ recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. (Items to be voted appear on reverse side) B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.