Cynthia Butitta
About Cynthia Butitta
Independent director (Class II) of Olema since August 2020; age 70 as of April 21, 2025. Former COO and EVP/CFO of Kite Pharma; prior CFO/COO and Principal Accounting Officer at Telik; and SVP/CFO at NextWave Pharmaceuticals. Education: B.S. with honors in Business and Accounting (Edgewood College) and MBA in Finance (University of Wisconsin–Madison) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kite Pharma Inc. | COO (Mar 2014–Sep 2017); EVP/CFO (Jan 2014–May 2016) | 2014–2017 | Senior operating and finance leadership in commercial-stage biotech |
| Telik, Inc. | CFO (Aug 1998–Dec 2010); COO (Mar 2001–Dec 2010); Principal Accounting Officer (until Dec 2010) | 1998–2010 | Led finance and operations over long tenure |
| NextWave Pharmaceuticals, Inc. | SVP/CFO | May 2011–Dec 2012 | Specialty pharma finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autolus Therapeutics plc | Director | Since Mar 2018 | UK-listed cell therapy; committee roles not disclosed |
| Century Therapeutics, Inc. | Director | Since Feb 2021 | US biotech; committee roles not disclosed |
| UroGen Pharma Ltd. | Director | Since Oct 2017 | US biotech; committee roles not disclosed |
Interlock signal: Ian Clark (Olema Chair) served on Kite Pharma’s board in 2017 while Ms. Butitta was Kite’s COO; this is a historical network connection, not a related-party transaction at Olema .
Board Governance
- Independence: Board affirmatively determined Ms. Butitta is independent under Nasdaq standards; all 2024 committee members (including Audit, Compensation, Nominating/Governance) were independent and met heightened SEC/Nasdaq requirements .
- Committee assignments (2024): Audit Committee Chair and member of Compensation; stepped down from Compensation Committee after the 2024 Annual Meeting. Committee meetings: Audit (4), Compensation (6), Nominating/Governance (4) .
- Current Audit Committee: Butitta (Chair), Andrew Rappaport, Graham Walmsley; designated “audit committee financial expert” by the Board .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of Board and assigned committee meetings. Independent directors held 3 executive sessions in 2024 .
- Leadership structure: Chair and CEO roles separated; Lead Independent Director designated if Chair not independent (framework described) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Applies to all non-employee directors |
| Chair of Board additional retainer | $30,000 | If applicable |
| Committee member retainers | Audit: $8,000; Compensation: $6,000; Nominating/Gov: $5,000 | 2024 policy; effective changes below |
| Committee chair retainers | Audit: $10,750; Compensation: $6,000; Nominating/Gov: $5,000 | 2024 policy |
| Policy updates (adopted Mar 18, 2025) | Committee member: Audit $10,000; Compensation $7,500; Committee chair: Audit $10,000; Compensation $7,500 | Cash changes effective July 1, 2025 |
| Director Compensation (2024) | Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Cynthia Butitta | 60,334 | 200,790 | 261,124 |
Performance Compensation
| Equity Component | Grant Size/Value | Vesting | Terms |
|---|---|---|---|
| Annual option grant (non-employee director policy) | 23,000 shares (increased to 24,150 per director from Mar 18, 2025) | Vests to earlier of 1st anniversary of grant or next annual meeting | Options under 2020 Plan; 10-year term; exercise price ≥ FMV at grant |
| Cynthia Butitta 2024 option award | $200,790 (grant-date fair value) | As above (director policy vesting) | ASC 718 valuation; not equal to realized value |
| Options outstanding (12/31/2024) | 109,080 shares underlying options | Exercisable within 60 days as disclosed in ownership footnote | No unvested stock awards other than options held by non-employee directors |
No RSUs/PSUs for directors disclosed; directors received options only in 2024 .
Other Directorships & Interlocks
| Company | Relationship to Olema | Potential Conflict |
|---|---|---|
| Autolus Therapeutics plc; Century Therapeutics, Inc.; UroGen Pharma Ltd. | External boards (biotech sector) | No Olema-related party transactions disclosed involving Ms. Butitta |
| Kite Pharma Inc. (former employer) | Historical network overlap: Ian Clark (Olema Chair) previously on Kite board | Historical connection only; no Olema transaction tied to Ms. Butitta |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance and operations experience in biopharma; MBA in Finance .
- Board skill set includes financial oversight, audit, capital markets, and C-suite operating experience .
Equity Ownership
| Holder | Common Shares Held | Options Exercisable (≤60 days) | Ownership % |
|---|---|---|---|
| Cynthia Butitta | 83,876 | 109,080 | Less than 1% (*) |
No pledging/hedging: Company Insider Trading Policy prohibits short sales, pledging as collateral, and hedging (collars/swaps); Clawback Policy adopted per Nasdaq Rule 10D-1 (applies to incentive compensation recoupment) .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance | Company indicates all insiders met timely filing requirements in 2024; no late filings for Ms. Butitta noted (one amended filing referenced for another director) |
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-defined financial expert; committee independence and meeting cadence suggest robust oversight; attendance ≥75% in 2024; option-based director equity aligns with shareholder outcomes; separation of Chair/CEO supports oversight .
- Compensation structure: Transparent policy with cash retainers and standardized annual option grants; 2025 updates modestly increase Audit/Comp Committee retainers and annual option grant size; no meeting fees disclosed; directors’ 2024 equity as options only (no RSUs) .
- Conflicts/related-party: No related-party transactions disclosed involving Ms. Butitta; Audit Committee oversees related-person transactions; strong insider trading restrictions (no pledging/hedging) and clawback policy enhance investor protection .
- Shareholder signals: 2024 say-on-pay support was high (For: 45,174,223; Against: 787,068; Abstain: 8,069), indicating broad investor alignment with compensation governance broadly at Olema .
Appendix: Committee Membership Matrix (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Cynthia Butitta | Chair (ü *) | Member (ü); stepped down post-2024 AGM | — |
| Committee | Meetings in 2024 |
|---|---|
| Audit | 4 |
| Compensation | 6 |
| Nominating & Corporate Governance | 4 |
