Andrew Rappaport

About Andrew Rappaport

Andrew Rappaport (age 67) has served as an independent director of Olema Pharmaceuticals (Olema Oncology) since January 2013. He is Managing Partner at Skyline Public Works, LLC (family office; since 2003) and Managing Partner and Chief Investment Officer of SPW Investments (since 2005). Previously, he was a partner at August Capital (1996–2014) and founded and led Technology Research Group in 1984. His core credentials are in technology investing, governance, and board oversight, with deep knowledge of Olema’s history and strategy .

Past Roles

Organization	Role	Tenure	Committees/Impact
August Capital	Partner	1996–2014	Venture investing leadership
Technology Research Group	President; Founder	Founded 1984; prior to August Capital	Strategy consulting; industry analysis

External Roles

Organization	Role	Tenure	Committees/Impact
Skyline Public Works, LLC (family office)	Managing Partner	Since 2003	Capital allocation; governance
SPW Investments	Managing Partner & CIO	Since 2005	Investment oversight

Board Governance

Independence: Board determined Rappaport is independent under Nasdaq standards; he also met heightened independence requirements for Audit and Compensation Committees in 2024 .
Committee assignments (2024–2025): Audit Committee member; Compensation Committee member. He served as Compensation Committee Chair until the conclusion of the 2024 Annual Meeting; Scott Garland became Chair thereafter .
Audit Committee: Membership includes Butitta (Chair), Rappaport, Walmsley; the committee oversees financial reporting, internal controls, and related person transactions. The Audit Committee signed off on inclusion of 2024 audited financials in the Form 10-K .
Attendance: Board met 8 times in 2024; each director attended at least 75% of board and applicable committee meetings. Independent directors held 3 executive sessions in 2024 .
Board leadership: Independent Chair (Ian Clark); separation of Chair and CEO roles .
Years of service on this board: Director since 2013 (Class III; term expires 2026) .

Fixed Compensation

Component	2024 Amount	Notes
Cash fees (retainers + committee fees)	$56,730	Derived from policy retainer + committee roles
Total option award grant-date fair value	$200,790	ASC 718 valuation
Total 2024 director compensation	$257,520	Sum of cash + option value

Policy reference (for context):

Annual cash retainer $40,000; Board Chair additional $30,000; committee member retainers: Audit $8,000, Compensation $6,000, Nominating/Governance $5,000; chair retainers: Audit $10,750, Compensation $6,000, Nominating/Governance $5,000 .
Annual option grant: 23,000 shares at each annual meeting; one-year vest or until next annual meeting .

Performance Compensation

Equity Instrument	Grant policy (shares)	Vesting	2024 Grant Fair Value	Notes
Stock options (non-employee director)	23,000 per annual meeting	Earlier of 1-year or next annual meeting	$200,790 (2024 total option awards)	10-year term under 2020 Plan

There are no director-specific performance metrics (e.g., TSR or EBITDA goals) tied to director equity; grants vest time-based per the non-employee director policy .

Other Directorships & Interlocks

Company/Organization	Role	Overlap/Interlock	Status
None disclosed (public company boards)	—	—	Not disclosed in proxy

Related-party context: The proxy details significant investor transactions (BVF, Paradigm, Bain, Point72) and warrant exchanges; none identify Rappaport personally as a transacting related party. Audit Committee (including Rappaport) reviews related person transactions under the company’s policy .

Expertise & Qualifications

Investment and governance: Long-standing technology investor; managed family office and investment vehicle with CIO responsibilities .
Company-specific knowledge: Deep historical knowledge of Olema (director since 2013) .
Financial oversight: Audit Committee member; contributes to financial reporting and related party review .

Equity Ownership

Holder	Shares	% of Shares Outstanding	Composition
Andrew Rappaport (incl. Rappaport Family Trust; options)	587,877	<1%	385,965 shares held by Rappaport Family Trust; 201,912 options exercisable within 60 days

Options outstanding (all non-employee director options): 201,912 shares underlying options as of 12/31/2024 .
Hedging/pledging: Company insider trading policy prohibits short sales, margin accounts, pledging, and hedging transactions for directors and officers .
Clawback: Company has an incentive compensation recoupment (clawback) policy compliant with Nasdaq Rule 5608 .

Insider Trades

Period	Transactions Disclosed	Notes
2024	No Rappaport-specific Form 4 issues noted in proxy	Section 16(a) compliance disclosure cites one late filing corrected for a different director (Walmsley); otherwise timely filings in 2024

Governance Assessment

Board effectiveness: Rappaport is independent, long-tenured, and active on key oversight committees (Audit and Compensation). He transitioned out of the Compensation Chair role post-2024 annual meeting, supporting refreshed leadership while maintaining continuity .
Alignment: Material equity ownership via family trust and director options; although <1%, this is meaningful for a non-employee director at a development-stage biotech .
Compensation structure: Director pay follows a standardized, market-consistent cash retainer and annual option grant program; equity is time-based (no discretionary performance metrics), typical for governance alignment rather than pay-for-performance for directors .
Conflicts/related-party exposure: No related-party transactions involving Rappaport disclosed; Audit Committee oversight and a formal related-person transaction policy mitigate conflict risk .
Investor confidence signals: Strong governance disclosures, independence across committees, prohibited hedging/pledging, and compliant clawback regime. 2024 say-on-pay approval for NEOs was >98%, indicating broad investor support for compensation governance (context for board oversight) .