Olema Pharmaceuticals, Inc.

EXECUTIVE COMPENSATION

We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program than companies that are not smaller reporting companies, our Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation related decisions. Accordingly, this section includes supplemental narratives that describe our 2024 compensation program for our named executive officers.

Our named executive officers for the year ended December 31, 2024, consisting of our principal executive officer and the next two most highly compensated executive officers were:

•

Sean Bohen, M.D., Ph.D., our President and Chief Executive Officer

•

Shane Kovacs, our Chief Operating and Financial Officer; and

•

Naseem Zojwalla, M.D., our Chief Medical Officer.

Executive Compensation Practices

Compensation Philosophy

Our executive compensation program reflects our philosophy of aligning executive compensation with company and individual performance and value creation for the company. We also consider current market practices and trends, and supporting our goals to deliver on our mission and objectives. Executive compensation consists of a base salary and bonus, adjusted based on market trends, and an equity component, including annual refresh grants, which are subject to time-based vesting to incentivize long-term value creation for stockholders.

Competitive Market Review

As described above, during 2024, the Compensation Committee engaged Aon as its compensation consultant. As part of its engagement, the Compensation Committee requested that Aon develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration. In developing our peer group for 2024, the criteria used to identify the peer companies were stage of development, business focus in similar therapeutic areas such as oncology, market capitalization, headcount, and location. The 28 companies selected for our peer group for 2024 are listed below.

2024 Say on Pay Vote

At the Company’s 2024 Annual Meeting, the non-binding advisory vote to approve the Company’s executive compensation program passed, with over 98% of the votes cast being in favor of the resolution. We take the views of our stockholders seriously and as such we hold a non-binding advisory vote on our executive compensation annually.

Summary Compensation Table

The following table shows for the years ended December 31, 2024 and 2023, the compensation awarded to or paid to, or earned by, (i) our principal executive officer and (ii) each of our two other most highly compensated executive officers during the year ended December 31, 2024 who were serving as executive officers at the end of the last completed fiscal year.

(1)

Amounts represent the aggregate grant date fair value of stock options granted to our named executive officers during the relevant year, 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 named executive officers.

(2)

Amounts represent annual performance-based cash bonuses earned by our named executive officers based on the achievement of certain corporate performance objectives and individual performance during the relevant year. For more information regarding these bonuses, see below under “Narrative to Summary Compensation Table—Annual Bonus Plan.”

(3)

Consists of $13,800 employer matching 401(k) contributions and $1,170 life insurance premium paid as an employee benefit.

Narrative to Summary Compensation Table

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 2023 and 2024 annual base salaries for our named executive officers are set forth in the table below. The Compensation Committee evaluated the 2023 and 2024 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.

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 2024, our named executive officers were eligible to earn annual cash bonuses with the following target percentages, expressed as a percent of base salary, of 60% for Dr. Bohen, 50% for Mr. Kovacs, and 45% for Dr. Zojwalla based on the achievement of certain corporate performance objectives approved by our Board of Directors. For 2024, the corporate performance metrics set by our Board of Directors were (1) significantly advance the palazestrant (OP-1250) pivotal Phase 3 monotherapy clinical trial, (2) advance the progress of the Phase 1b/2 clinical studies of palazestrant in combination with each of palbociclib and ribociclib, respectively, (3) file an investigational new drug application for OP-3136 by year end, (4) achieve specific dosage, formulation and drug supply targets, (5) broadening our pipeline, and (6) the achievement of certain organizational, talent, and strategic business development goals. The performance objectives were set in a manner intended to be challenging. In January 2025, the Compensation Committee reviewed the Company’s achievements against our 2024 corporate goals, and determined that the Company met, and in some instances exceeded, the corporate goals established, particularly with respect to strategic partnerships and the clinical development of palazestrant and OP-3136. Based on this review, the Compensation Committee determined the level of corporate achievement for 2024 to be 107%. The Compensation Committee then considered individual performance, in addition to the corporate achievement, and, based on this review, approved bonus payments for 2024 for Drs. Bohen and Zojwalla and Mr. Kovacs as set forth in the table below.

​Equity Compensation

We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our executive officers with the financial interests of our stockholders. In addition, we believe that our ability to grant equity-based awards helps us to attract, retain and motivate executive officers, and encourages them to devote their best efforts to our business and financial success. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure. Our executive officers generally are awarded an initial new hire grant upon commencement of employment, as well as annual grants.

Each of our named executive officers currently holds stock options under our 2020 Equity Incentive Plan, or the 2020 Plan, that were granted subject to the general terms of the 2020 Plan and the applicable forms of stock option agreement thereunder. Additionally, Dr. Bohen holds stock options under our 2014 Equity Incentive Plan, or the 2014 Plan, that were granted subject to the general terms of the 2014 Plan and the applicable forms of stock option agreement thereunder. Dr. Zojwalla also holds stock options under our 2022 Inducement Plan, or the Inducement Plan, that were granted subject to the general terms of the Inducement Plan and the applicable forms of stock option agreement thereunder. The specific vesting terms of each named executive officer’s stock options are described below under “—Outstanding Equity Awards at December 31, 2024.” We currently grant equity awards pursuant to the 2020 Plan and the Inducement Plan. All options are granted with a per share exercise price equal to no less than the fair market value of a share of our common stock on the date of the grant, and generally vest (i) 25% after one year from the vesting commencement date and on a monthly basis thereafter over 36 months or (ii) on a monthly basis over 48 months from the vesting commencement date, subject in each case to the continued service with us through each vesting date. All options have a maximum term of up to 10 years from the date of grant, subject to earlier expiration following the cessation of an executive officer’s continuous service with us. Option vesting is subject to acceleration as described below under “—Potential Payments upon Termination or Change in Control.” Options generally remain exercisable for three months following an executive officer’s termination, except in the event of a termination for cause or due to disability or death.

In January 2024, our Compensation Committee approved the grant of options to purchase 621,500, 304,500, and 195,000 shares to Dr. Bohen, Mr. Kovacs, and Dr. Zojwalla, respectively, under the 2020 Plan. Each grant was effective as of February 1, 2024. The options vest 25% after one year from the vesting commencement date and on a monthly basis thereafter over 36 months. The Compensation Committee determined the size of the award after considering market practices and competitive levels for dilution, grant value, criticality of the role, and our overall performance.

In November 2022, to enhance the retention value of the equity program and to reinforce our pay for performance focus, our Board granted special performance-based restricted stock unit awards, or PSU Awards, for 315,000, 105,000, and 80,000 shares to Dr. Bohen, Mr. Kovacs, and Dr. Zojwalla respectively, under the 2020 Plan that, in order to vest in full, require achievement of certain financing and clinical milestones. In November 2023, the Compensation Committee determined that the clinical milestones had been achieved, resulting in 110,250, 36,750, and 28,000 shares of the PSU Awards vested to Dr. Bohen, Mr. Kovacs, and Dr. Zojwalla respectively, as of November 20, 2023. In December 2024, the Compensation Committee determined that the financing milestone had been achieved, and 204,750, 68,250, and 52,000 shares of the PSU Awards vested to Dr. Bohen, Mr. Kovacs, and Dr. Zojwalla respectively, as of December 9, 2024.

Employment Terms

We have entered into employment agreements or offer letters with each of our named executive officers. Descriptions of such arrangements with our named executive officers are included under the caption “—Employment Arrangements” below.

Outstanding Equity Awards at December 31, 2024

The following table shows certain information regarding outstanding equity awards at December 31, 2024, for the named executive officers.

(1)

The market value is based on the closing price of our common stock as of December 31, 2024, of $5.83 per share.

(2)

25% of the total shares subject to the option vested on September 1, 2021, and the remaining shares vested in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date. The total amount of shares originally subject to the option was 1,027,965.

(3)

25% of the total shares subject to the option vested on September 1, 2021, and 25% of the shares subject to the option vested on January 1, 2022, 2023 and 2024, subject to continuous service as of each such vesting date.

(4)

25% of the total shares subject to the option vested on November 10, 2021, and the remaining shares vested in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date.

(5)

25% of the total shares subject to the option vested on March 15, 2022, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date.

(6)

25% of the total shares subject to the option vested on February 1, 2023, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date.

(7)

25% of the total shares subject to the option vested on February 1, 2024, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date.

(8)

25% of the total shares subject to the option vested on January 31, 2023, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date.

(9)

25% of the total shares subject to the option vested on February 1, 2025, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date.

Employment Arrangements

Below are descriptions of our employment agreements and arrangements with our named executive officers. The agreements generally provide for at-will employment without any specific term and set forth the named executive officer’s initial base salary, annual target bonus and severance benefits upon a qualifying termination of employment or change in control of our company. Each named executive officer is also eligible to participate in all employee benefit plans that are generally available to our employees. Furthermore, each of our named executive officers has executed our standard form of proprietary information and inventions assignment agreement. The key terms of the employment agreements with our named executive officers, including potential payments upon termination or change in control, are described below.

Sean Bohen, M.D., Ph.D.

In September 2020, we entered into an initial offer letter with Dr. Bohen that set forth the initial terms and conditions of his employment with us. In November 2020, we and Dr. Bohen entered into an amended and restated employment agreement that governs the current terms of his employment. Pursuant to the agreement, Dr. Bohen is entitled to an annual base salary and an annual target performance bonus based on the attainment of specified objectives as determined by our Board of Directors. In addition, Dr. Bohen is eligible to receive equity-based incentive awards granted in the discretion of our Board of Directors or the Compensation Committee. Dr. Bohen is also entitled to certain severance benefits, the terms of which are described below under the section titled “—Potential Payments upon Termination or Change of Control.” Each of Dr. Bohen’s base salary, target performance bonus and equity-based incentive awards for 2024 are discussed above in the sections titled “—Base Salary,” “—Annual Bonus Plan” and “—Equity Compensation.” Dr. Bohen’s employment is at will.

Shane Kovacs

In June 2020, we and Mr. Kovacs entered into an offer letter governing the terms of his employment. In November 2020, we and Mr. Kovacs entered into an amended and restated employment agreement that governs the current terms of his employment. Pursuant to the agreement, Mr. Kovacs is entitled to an annual base salary and an annual target performance bonus based on the attainment of specified objectives as determined by us or our Board of Directors. In addition, Mr. Kovacs is eligible to receive equity-based incentive awards granted in the discretion of our Board of Directors or the Compensation Committee. Mr. Kovacs is also entitled to certain severance benefits, the terms of which are described below under the section titled “—Potential Payments upon Termination or Change of Control.” Each of Mr. Kovacs’ base salary, target performance bonus and equity-based incentive awards for 2024 are discussed above in the sections titled “—Base Salary,” “—Annual Bonus Plan” and “—Equity Compensation.” Mr. Kovacs’ employment is at will.

Naseem Zojwalla, M.D.

In December 2021, we and Dr. Zojwalla entered into an offer letter governing the terms of her employment. Pursuant to the agreement, Dr. Zojwalla is entitled to an annual base salary and an annual target performance bonus based on the attainment of specified objectives as determined by us or our Board of Directors. In addition, Dr. Zojwalla was eligible to receive an equity-based incentive awards granted in the discretion of our Board of Directors, and a signing bonus. Dr. Zojwalla is also entitled to certain severance benefits, the terms of which are described below under the section titled “—Potential Payments upon Termination or Change of Control.” Each of Dr. Zojwalla’s base salary, target performance bonus and equity-based incentive awards for 2024 are discussed above in the sections titled “—Base Salary,” “—Annual Bonus Plan” and “—Equity Compensation.” Dr. Zojwalla’s employment is at will.

Potential Payments upon Termination or Change in Control

Pursuant to our named executive officers’ employment agreements, if (a) the officer’s employment is terminated without cause (as defined in the respective agreement) or (b) the officer resigns for good reason (as defined in the respective agreement), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, the officer will be entitled to receive severance as described below. The level of severance benefits will depend on whether or not the termination without cause or resignation for good reason occurs within a “change in control period” that begins three months before the effective date of a change in control (as defined in the respective agreement) and extends through the period ending 18 months following the effective date of a change in control.

If the officer’s employment is terminated without cause or resignation for good reason outside of the change in control period, the officer will be entitled to receive severance in the form of 12 months (18 months in the case of our CEO) of such officer’s then-current base salary, such amount to be paid in equal installments over a twelve-month period after the date of termination, subject to applicable taxes and withholding, as well as up to 12 months (18 months in the case of our CEO) of COBRA coverage. The officer will remain eligible for an annual bonus amount for the year of the separation of service to be determined by our Board of Directors based on corporate performance during the year and prorated based on months of service, subject to applicable taxes and withholding. In addition, Dr. Bohen is entitled to accelerated vesting of his then-outstanding unvested equity awards that would have vested within the next 12 months following his termination date. In the case of each of Mr. Kovacs and Dr. Zojwalla, 50% of such person’s then-unvested time-based equity grants granted in connection with the commencement of such person’s employment shall accelerate and become fully vested as of the termination date.

If the officer’s employment is terminated without cause or resignation for good reason within the change in control period, the officer will be entitled to receive severance in the form of 12 months (18 months in the case of our CEO) of such person’s then-current base salary plus such person’s target bonus for the year of termination to be paid in a lump sum, subject to applicable taxes and withholding, as well as up to 12 months (18 months in the case of our CEO) of COBRA coverage. The officer will also remain eligible for an annual bonus amount for the year of the separation of service to be determined by our Board of Directors based on corporate performance during the year and prorated based on months of service. In addition, all of such person’s then-unvested time-based equity grants shall accelerate and become fully vested as of the termination date. In addition, upon a change in control, any unvested portion of the PSU Award relating to the financing milestone will accelerate and vest in full, and unless any unvested portion of the PSU relating to the clinical milestone is assumed, then any unvested portion of the PSU Award relating to the clinical milestone will vest in full as well. Further, if the officer’s employment is terminated without cause or the officer resigns for good reason within 12 months following the effective time of the change in control, any unvested portion of the PSU Award relating to the clinical milestone will accelerate and vest in full.

These severance benefits are conditioned upon the officer continuing to comply with such person’s obligations under such person’s proprietary information agreement and such person’s delivery of a general release of claims in favor of the company that becomes effective and irrevocable within 60 days of the date of termination. In the event of any payments to our named executive officers being characterized as parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, the officer will receive either a reduced payment amount or the full payment about, depending on which results in a more favorable economic benefit.

401(k) Plan

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits under the Internal Revenue Code of 1986, as amended, or the Code, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan and currently make matching contributions to the 401(k) plan up to 4% of an employee’s base salary. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Other Compensation and Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We pay the premiums for the life, disability, and accidental death and dismemberment insurance for all of our employees, including our named executive officers.

Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2024. Our Board of Directors may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us, other than the 401(k) plan, during fiscal 2024.

Relocation Policy

In May 2021 we adopted a relocation policy that was subsequently amended in September 2021. The policy provides for a lump sum payment ranging from $15,000 to $100,000, depending on the employee’s position, and an additional amount to compensate for the taxes owed on such payment, for any current or future employee that relocates with the approval of management and for a business need.

Perquisites and Other Personal Benefits

Other than as set forth above, we do not provide any other perquisites or other personal benefits to our named executive officers that are not otherwise provided to all employees.

Hedging and Pledging Prohibition

Pursuant to our insider trading policy, all employees, including our executive officers, and non-employee directors, as well as designated consultants, are prohibited from engaging in short sales of our securities, establishing margin accounts, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as prepaid variable forwards, equity swaps, collars, and exchange funds) involving our securities.

Incentive Compensation Recoupment Policy

As a public company, if we are required to restate our financial results due to our material noncompliance

with any financial reporting requirements under the federal securities laws as a result of misconduct, the

Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for

any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, as amended. Additionally, we have adopted an incentive compensation recoupment policy, or Clawback Policy, which is intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. The Clawback Policy is available as Exhibit 97.1 to our Annual Form 10-K for the year ended December 31, 2024.