Not independent
Tenure on this board
5.5 yrs
4 nominees · 3 ballot items.
Elect four Class III directors; advisory approval of the named executive officers’ compensation (say-on-pay); and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
To elect the four nominees for Class III director (Sean Bohen, M.D., Ph.D.; Scott Garland; Yi Larson; and Andrew Rappaport) to hold office until the 2029 Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement in accordance with SEC rules.
This management proposal requests a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K. Management frames the vote as a routine ‘‘say-on-pay’’ under the Dodd-Frank Act and indicates the Board adopted an annual advisory vote frequency consistent with prior shareholder preferences. The Board and Compensation Committee argue that the compensation program is designed to attract and retain experienced executives, pay for performance, and align management interests with shareholders through a mix of cash and equity-based awards and performance metrics tied to clinical and strategic milestones. The Company discloses target bonus percentages, equity grant practices, and use of an independent compensation consultant (Aon) to benchmark pay against peers, and notes the Compensation Committee considered peer comparisons and company objectives when setting pay. Because the vote is advisory, it does not bind the Board, but the Board and Compensation Committee state they will consider shareholder feedback in future compensation decisions, noting the prior year say-on-pay passed with strong support. Key contextual considerations for evaluating the proposal include Olema’s pre-commercial stage, heavy use of equity awards that drive reported compensation volatility, and employment agreements with severance and change-in-control provisions; these factors affect how pay aligns with long-term value creation. The Board’s recommendation to vote FOR is supported by its view that compensation policies promote clinical progress and retention amid competitive biopharma labor markets, while critics might focus on equity dilution and the magnitude of option grants; shareholders should weigh the disclosed pay-for-performance metrics and the Company’s responsiveness to prior shareholder votes when evaluating the proposal.
To ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.19% | 8,024,689 | $120M |
| 2 | Paradigm Biocapital Advisors LP | 9.18% | 8,020,576 | $120M |
| 3 | Bain Capital Life Sciences Investors, LLC | 8.56% | 7,473,238 | $111M |
| 4 | JANUS HENDERSON GROUP PLC | 8.09% | 7,069,482 | $105M |
| 5 | BVF INC/IL | 6.06% | 5,295,893 | $79M |
| 6 | Siren, L.L.C. | 5.45% | 4,756,949 | $71M |
| 7 | STATE STREET CORP | 4.51% | 3,937,831 | $59M |
| 8 | Cormorant Asset Management, LP | 4.46% | 3,900,000 | $58M |
| 9 | Logos Global Management LP | 3.67% | 3,208,875 | $48M |
| 10 | BlackRock, Inc. | 3.54% | 3,088,073 | $46M |
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