DEF 14A 1 tmb-20210608xdef14a.htm DEF 14A

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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Olema Pharmaceuticals, Inc.

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OLEMA PHARMACEUTICALS, INC.

512 2nd Street, 4th Floor

San Francisco, California 94107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 2021

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders, or the Annual Meeting, of Olema Pharmaceuticals, Inc., a Delaware corporation, or the Company. The meeting will be held on Tuesday, June 8, 2021 at 9:00 a.m. Pacific time virtually via live webcast. You will be able to attend the Annual Meeting by first registering at www.viewproxy.com/olma/2021. 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 6, 2021. You may log-in beginning at 8:45 a.m. PT, on June 8, 2021.You will not be able to attend the meeting in person. The meeting will be held for the following purposes:

To elect the three nominees for Class I director named in the accompanying proxy statement to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

To ratify 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, 2021.

To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 21, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the annual meeting of stockholders to be held on June 8, 2021, at 9:00 a.m. Pacific time virtually via live webcast by first registering at www.viewproxy.com/olma/2021.

The proxy statement and our annual report are available at

www. www.edocumentview.com/OLMA


	By Order of the Board of Directors,

	/s/ John B. Moriarty, Jr.
	John B. Moriarty, Jr.
	Executive Vice President, Chief Legal Officer and Corporate Secretary
San Francisco, California
April 27, 2021

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or via the internet as instructed in these materials, 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.


	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
PROPOSAL NO. 1 ELECTION OF DIRECTORS	7
CORPORATE GOVERANCE AND BOARD OF DIRECTORS MATTERS	10
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
EXECUTIVE OFFICERS	20
EXECUTIVE COMPENSATION	21
EQUITY COMPENSATION PLANS INFORMATION	31
DIRECTOR COMPENSATION	32
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION	34
DELINQUENT SECTION 16(A) REPORTS	37
HOUSEHOLDING OF PROXY MATERIALS	37
OTHER MATTERS	37


		Term		Director
Nominees	Age⁽¹⁾	Expires	Position(s) Held	Since
Ian Clark	60	2021	Chairperson of the Board	2020
Sandra Horning, M.D.	72	2021	Director	2020
Gorjan Hrustanovic, Ph.D.	32	2021	Director	2018


		Term		Director
Continuing Directors	Age⁽¹⁾	Expires	Position(s) Held	Since
Sean Bohen, M.D., Ph.D.	54	2023	President, Chief Executive Officer, and Director	2020
Cyrus Harmon, Ph.D.	50	2022	Director and Chief Technology Officer	2006
Cynthia Butitta	66	2022	Director	2020
Yi Larson	41	2023	Director	2021
Andrew Rappaport	63	2023	Director	2013
Graham Walmsley, M.D., Ph.D.	34	2022	Director	2020


			Nominating and
			Corporate
Name	Audit	Compensation	Governance
Sean Bohen, M.D., Ph.D.
Cynthia Butitta	✓*	✓
Ian Clark		✓*
Cyrus Harmon, Ph.D.
Sandra Horning, M.D., FACP, FASCO
Gorjan Hrustanovic, Ph.D.			✓*
Frank McCormick, Ph.D., F.R.S., D.Sc (Hon)⁽¹⁾			✓
Andy Rappaport	✓	✓
Graham Walmsley, M.D., Ph.D.	✓		✓
Yi Larson⁽²⁾
Number of Meetings	3	1	0


	Respectfully submitted,
	The Audit Committee of the Board of Directors

	Cynthia Butitta (Chairperson)
	Andy Rappaport
	Graham Walmsley, M.D., Ph.D.


	Year Ended December 31,
	2020
	(in thousands)
Audit Fees(1)	$	946,675
Audit-Related Fees
Tax Fees
All Other Fees
Total Fees	$	946,675


	Beneficial Ownership
Beneficial Owner	Number of Shares	Percent of Total
5% Stockholders
Entities affiliated with BVF Partners L.P.⁽¹⁾	6,661,503	16.6	%
Entities affiliated with Logos Opportunities Fund I L.P.⁽²⁾	3,758,818	9.4	%
Entities managed by Janus Capital Management LLC⁽³⁾	3,638,838	9.1	%
Entities affiliated with Cormorant Asset Management, LP⁽⁴⁾	3,195,544	8.0	%
Entities affiliated with RA Capital Management, L.P.⁽⁵⁾	2,150,404	5.4	%
Entities affiliated with Wellington Management Group LLP.⁽⁶⁾	2,069,315	5.2	%
Executive Officers and Directors
Sean Bohen⁽⁷⁾	1,027,965	2.5	%
Cyrus Harmon⁽⁸⁾	1,271,550	3.2	%
Peter Kushner⁽⁹⁾	1,431,672	3.6	%
John Moriarty⁽¹⁰⁾	252,060	*
Ian Clark⁽¹¹⁾	229,416	*
Cynthia Butitta⁽¹²⁾	103,602	*
Sandra Horning, M.D.⁽¹³⁾	14,347	*
Gorjan Hrustanovic, Ph.D.⁽¹⁴⁾	26,898	*
Yi Larson⁽¹⁵⁾	597	*
Andrew Rappaport⁽¹⁶⁾	557,704	1.4	%
Graham Walmsley, M.D., Ph.D.⁽¹⁷⁾	3,770,773	9.4	%
All executive officers and directors as a group (14 persons)⁽¹⁸⁾	9,877,468	23.6	%


Name	Age	Position
Sean Bohen, M.D., Ph.D.	54	President, Chief Executive Officer and Director
Cyrus L. Harmon, Ph.D.	50	Chief Technology Officer and Director
Peter J. Kushner, Ph.D.	82	Chief Scientific Officer
David C. Myles, Ph.D.	58	Chief Development Officer
Shane Kovacs	47	Chief Operating and Financial Officer
Kinney Horn	46	Chief Business Officer
John B. Moriarty, Jr., J.D.	53	Executive Vice President, Chief Legal Officer and Secretary


					Non-Equity
			Stock	Option	Incentive Plan
		Salary	Awards	Awards	Compensation(3)	Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)	($)
Sean Bohen	2020	177,977		10,311,362	109,160	10,598,498
President and Chief Executive Officer
Cyrus Harmon, Ph.D.	2020	395,833	344,046	2,974,853	262,158	3,976,890
Chief Technology Officer and former Chief Executive Officer⁽⁴⁾	2019	300,000				300,000
Peter J. Kushner, Ph.D.	2020	293,452	344,046	2,250,717	136,500	3,024,715
Chief Scientific Officer	2019	200,000				200,000
John B. Moriarty⁽⁵⁾	2020	125,556		2,833,750	57,656	3,016,961
Executive Vice President, Chief Legal Officer


Named Executive Officer	2020 Award
Sean Bohen, M.D., Ph.D.	$	109,160
Cyrus L. Harmon, Ph.D.	$	262,158
Peter J. Kushner, Ph.D.	$	136,500
John B. Moriarty, Jr., J.D.	$	57,656


		Option Awards							Stock Awards
											Market
			Number of		Number of				Number of		value of
			Securities		Securities				shares or		shares or
			Underlying		Underlying				units of		units of
		Vesting	Unexercised		Unexercised		Option	Option	stock that		stock that
		Commencement	Options		Options		Exercise	Expiration	have not		have not
Name	Grant Date	Date	Exercisable (#)		Unexercisable (#)		Price ($)	Date	Vested (#)		vested $)⁽¹⁾
Sean Bohen	09/19/2020	09/01/2020	976,316	⁽²⁾	—		4.82	09/18/2030	—		—
	09/19/2020	09/01/2020	—		82,931	⁽³⁾	4.82	09/18/2030	—		—
	09/19/2020	09/01/2020	—		—		—	—	51,649	⁽⁴⁾	2,483,284
	11/18/2020	11/01/2020	—		538,020	⁽⁵⁾	19.00	11/17/2030	—		—
Cyrus Harmon	06/15/2020	06/15/2020	—		—		—	—	125,538	⁽⁶⁾	6,035,867
	09/12/2020	09/12/2020	14,241		213,618	⁽⁷⁾	4.82	09/11/2030	—		—
	11/18/2020	11/10/2020	—		179,340	⁽⁵⁾	19.00	11/17/2030	—		—
Peter Kushner	06/15/2020	06/15/2020	—		—		—	—	125,538	⁽⁶⁾	6,035,867
	11/18/2020	11/10/2020	—		179,340	⁽⁵⁾	19.00	11/17/2030	—		—
John Moriarty	09/19/2020	09/08/2020	252,060	⁽⁸⁾	—		4.82	09/18/2030	—		—
	11/18/2020	11/10/2020	—		161,406	⁽⁵⁾	19.00	11/17/2030	—		—


				Number of
				securities
				remaining
				available for
				issuance under
	Number of			equity
	securities to be			compensation
	issued upon	Weighted-average		plans (excluding
	exercise of	exercise price of		securities
	outstanding stock	outstanding stock		reflected in
Plan Category	options	options		column
Equity compensation plans approved by stockholders	4,776,908	$	10.83	437,605	⁽¹⁾
Equity compensation plans not approved by stockholders	—		—	—
Total	4,776,908	$	10.83	437,605


	Fees Earned or		Option Awards(1)
Name	Paid in Cash		(2)		Total
Ian Clark	$	31,889	$	858,533	$	890,422
Cynthia Butitta		24,111		497,195		521,306
Sandra Horning, M.D.		4,762		1,060,543		1,065,305
Gorjan Hrustanovic, Ph.D.		5,952		786,556		792,508
Frank McCormick, Ph.D., F.R.S., D.Sc. (Hon)		5,357		430,226		435,583
Andrew Rappaport		6,429		434,225		440,654
Graham Walmsley, M.D., Ph.D.		6,310		786,556		792,866


		Number of Shares
		Underlying Option
Name		Awards
Ian Clark		231,210
Cynthia Butitta		21,520
Sandra Horning, M.D.		86,083
Gorjan Hrustanovic, Ph.D.		64,560
Frank McCormick, Ph.D., F.R.S., D.Sc. (Hon)		96,418
Andrew Rappaport		114,352
Graham Walmsley, M.D., Ph.D.		64,560


Participants(1)	Shares of Series C convertible preferred stock purchased for cash (#)	Aggregate purchase price
Entities affiliated with BVF Partners L.P.⁽²⁾	1,355,957	$	14,999,998
Entities affiliated with Cormorant Asset Management, LP⁽³⁾	723,177	$	7,999,998
Entities managed by Janus Capital Management LLC⁽⁴⁾	741,256	$	8,200,000
Entities affiliated with RA Capital Management, L.P.⁽⁵⁾	451,985	$	4,999,997
Logos Opportunities Fund II, L.P.	1,183,114	$	13,087,946
Wellington Biomedical Innovation Master Investors (Cayman) I L.P.	451,986	$	4,999,997


Participants⁽¹⁾	Shares of Series B convertible preferred stock purchased for cash (#)		Shares of Series B convertible preferred stock issued upon conversion of BVF Notes (#)		Aggregate purchase price
Entities affiliated with BVF Partners L.P.	1,059,619	⁽²⁾	638,270	⁽³⁾	$	8,000,000
Entities affiliated with Cormorant Asset Management, LP⁽⁴⁾	2,122,367		—		$	10,000,000
Entities managed by Janus Capital Management LLC⁽⁵⁾	2,175,425

SEC Form DEF 14A filed by Olema Pharmaceuticals, Inc.