Olema Pharmaceuticals, Inc.
For the period ended Apr 28, 2025. Filed Apr 28, 2025.
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Apr 28, 2025 · Filed Apr 28, 2025
Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table shows certain information with respect to all of our equity compensation plans in effect as of December 31, 2024.
| 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) | 9,661,875 | $10.51 | 3,018,845 | (2) |
| Equity compensation plans not approved by security holders(3) | 1,691,182 | 8.98 | 160,070 | |
| Total | 11,353,057 | $10.28 | 3,178,915 | |
(1)
Consists of the 2014 Plan, the 2020 Plan and the 2020 Employee Stock Purchase Plan, or the ESPP. The number of shares remaining available for future issuance under the 2020 Plan automatically increases on January 1st each year, through and including January 1, 2030, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the preceding year, or a lesser number of shares as determined by the Board of Directors. On January 1, 2025, the number of shares available for issuance under the 2020 Plan automatically increased by 3,715,630 shares. The number of shares remaining available for future issuance under the ESPP automatically increases on January 1st of each year through and including January 1, 2030, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on the last day of the preceding year, (ii) 860,832 shares of common stock, or (iii) a lesser number of shares as determined by the Board of Directors prior to the beginning of each year. On January 1, 2025, the number of shares available for issuance under the ESPP automatically increased by 743,126 shares.
(2)
As of December 31, 2024, 1,896,230 shares of common stock remained available for future issuance under the 2020 Plan, 1,122,615 shares of common stock remained available for future issuance under the ESPP.
(3)
Consists of the Inducement Plan, which was adopted by the Board of Directors without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing standards. As of December 31, 2024, 160,070 shares of common stock remained available for future issuance under the Inducement Plan. On December 5, 2024, the Compensation Committee approved an increase of 3,000,000 additional shares reserved for issuance under the Inducement Plan, which increase was effective as of January 1, 2025.
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, 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 5,000,000 shares, including the additional 3,000,000 shares reserved for issuance thereunder pursuant to approval by our Compensation Committee on December 5, 2024, which increase was effective as of January 1, 2025. 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, 2024, 160,070 shares of our common stock were available for issuance, and incentive awards representing 1,691,182 shares of our common stock had been granted and were outstanding, under the Inducement Plan.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
From time to time, the Company grants stock options to its employees, including the named executive officers. Historically, the Company has granted new-hire option awards under the Inducement Plan and the awards are approved monthly by the Compensation Committee. Such new-hire option awards are then granted on the first business day of the first month after the new hire's employment start date. The Company typically grants its annual refresh employee option grants in thefirst quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring earlier in the quarter. The Company typically grants the refresh option grants on the same day each calendar year or adjusts the date at a regularly scheduled meeting of the Compensation Committee occurring the prior year. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation—Non-Employee Director Compensation Policy” below. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Because the Compensation Committee has a practice of generally granting stock options on a standard schedule as set forth above, the Compensation Committee generally does not take MNPI into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.
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