Olema Pharmaceuticals, Inc.

The following table shows for the year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:

Director Compensation for 2024

(1)

Amounts represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2024, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors.

(2)

The aggregate number of shares outstanding under all options held by our non-employee directors as of December 31, 2024 are set forth in the table below. As of December 31, 2024, none of our non-employee directors held unvested stock awards other than options.

The table above does not include Dr. Bohen because he did not receive any compensation for services provided as a director in 2024.

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 was amended by our Board of Directors in April 2024 and is applicable to all of our non-employee directors. This compensation policy provides that each such non-employee director receives the following compensation for service on our Board of Directors:

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an annual cash retainer of $40,000;

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an additional cash retainer of $30,000 for the Chairperson of our Board of Directors;

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an additional annual cash retainer of $8,000, $6,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively;

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an additional annual cash retainer of $10,750, $6,000 and $5,000 for service as Chairperson of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively;

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an initial grant of an option to purchase 23,000 shares of our common stock on the date of each such non-employee director’s appointment or election to our Board of Directors, plus an additional grant representing the annual option grant such non-employee director would have received had such person been elected to our Board of Directors at our prior annual meeting of stockholders, pro-rated for partial year of service; and

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an annual grant of an option to purchase 23,000 shares of our common stock on the date of each of our annual stockholder meetings.

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.

Furthermore, on March 18, 2025, our Board of Directors adopted an amended and restated non-employee director compensation policy that gave immediate effect to equity compensation changes and provides for cash compensation changes that will come into effect on July 1, 2025. This amended and restated non-employee director compensation policy provides for the following changes to the policy:

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an additional annual cash retainer of $10,000 and $7,500 for service as a member of the Audit Committee and Compensation Committee, respectively;

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an additional annual cash retainer of $10,000 and $7,500 for service as Chairperson of the Audit Committee and Compensation Committee, respectively;

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increase the initial option grant for non-employee directors to an option to purchase 24,150 shares of our common stock on the date of each such non-employee director’s appointment or election to our Board of Directors, plus an additional grant representing the annual option grant such non-employee director would have received had such person been elected to our Board of Directors at our prior annual meeting of stockholders, pro-rated for partial year of service; and

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increase the annual option grant to non-employee directors to an option to purchase 24,150 shares of our common stock on the date of each of our annual stockholder meetings.

Except as described above, the terms of the non-employee director compensation policy remain unchanged.