Cyrus Harmon
About Cyrus L. Harmon, Ph.D.
Cyrus Harmon (age 54) is Olema’s co-founder and a long-tenured director (on the Board since 2006). He holds a B.A. and Ph.D. in Molecular & Cell Biology from UC Berkeley and previously served as Olema’s President/CEO (2007–2020), CTO (2020–2022), and Chief Research Officer (2022–2023). He is currently President & CEO of Vilya, Inc. (since Oct 2023). The Board classifies him as not independent due to his prior executive roles at Olema .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olema Pharmaceuticals, Inc. | President & CEO | Mar 2007–Sep 2020 | Co-founder leadership; built strategy and platform |
| Olema Pharmaceuticals, Inc. | Chief Technology Officer | Sep 2020–Jul 2022 | Led technology functions post-IPO |
| Olema Pharmaceuticals, Inc. | Chief Research Officer | Jul 2022–Mar 2023 | Directed research; transitioned to independent director after Mar 2023 |
| Affymetrix, Inc. | VP Computational Genomics & GM | 2000–2002 | Computational genomics leadership; Affymetrix later acquired by Thermo Fisher in 2016 |
| Neomorphic, Inc. | Founder & CEO | 1996–2000 | Built computational biology company; acquired by Affymetrix |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vilya, Inc. | President & CEO | Oct 2023–Present | Computational biotechnology firm |
Board Governance
- Board class and term: Class II; nominated for re-election at the 2025 meeting to serve until 2028 .
- Independence: Not independent under Nasdaq/SEC rules (former executive) .
- Committee assignments: None in 2024 (not a member of Audit, Compensation, or Nominating & Corporate Governance) .
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board/committee meetings; independent directors held 3 executive sessions .
- Board size and structure: 10 directors; independent Chair (Ian Clark) .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024 actual) | $40,000 | Harmon’s 2024 director cash fees |
| Committee membership fees (2024) | $0 | No committee service in 2024 |
| Chair fees (not applicable) | $0 | Harmon is not Board Chair |
Non-Employee Director Compensation Policy (effective, amended Apr 2024; further amended Mar 18, 2025):
- Annual cash retainer: $40,000; Board Chair additional $30,000; committee member retainers: Audit $8,000, Compensation $6,000, Nominating $5,000; committee chair retainers: Audit $10,750, Compensation $6,000, Nominating $5,000 .
- Annual option grant: 23,000 shares (increased to 24,150 effective for grants on/after Mar 18, 2025); initial grant for new directors includes pro-rated annual grant .
- Vesting: Director options vest by the earlier of first anniversary of grant or next annual meeting .
Performance Compensation
| Equity Component | 2024 Activity | Vesting/Terms |
|---|---|---|
| Annual director option award | Aggregate grant-date fair value $200,790 | Standard director options vest by next annual meeting or first anniversary |
| Specific option grants (Form 4) | 29,250 options awarded Dec 2024 | Form 4 option award disclosure; vesting per policy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed (public) | — | — | No public-company board roles disclosed for Harmon beyond OLMA . |
Expertise & Qualifications
- Advanced scientific training (Ph.D. UC Berkeley), computational genomics/biology founder-operator background, prior CEO/CTO/Chief Research Officer roles, and current biotech CEO experience .
- Demonstrated sector expertise in oncology and computational biotech .
Equity Ownership
| Ownership Component | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Direct common | 764,140 | 2.16% | As of Apr 21, 2025 |
| Indirect (Harmon Family Investors LLC) | 122,028 | — | Harmon is manager with voting/investment power |
| Options exercisable ≤60 days | 604,782 | — | Included in beneficial ownership definition |
| Total beneficial ownership | 1,490,950 | 2.16% | As of proxy record date |
Hedging/pledging: Company policy prohibits short sales, margin/pledging, and hedging transactions in Company stock (applies to directors) .
Insider Trades (Pattern & Recent Transactions)
| Date (Trade) | Type | Shares | Avg Price | Post-Trade Owned | Source |
|---|---|---|---|---|---|
| Feb 29, 2024 | Sale | 25,000 | $12.41 | 968,311 | |
| Mar 28, 2024 | Sale | 20,000 | $10.97 | 948,311 | |
| Apr 30, 2024 | Sale | 15,000 | $9.51 | 933,311 | |
| May 6, 2024 | Sale | 5,000 | $10.92 | 928,311 | |
| Jun 28, 2024 | Sale | 20,000 | $10.77 | 883,311 | |
| Jul 11, 2024 | Sale | 5,000 | $12.26 | 878,311 | |
| Jul 29, 2024 | Sale | 5,000 | $15.57 | 873,311 | |
| Dec 10, 2024 | Sale | 16,393 | $9.0255 | 886,168 |
Note: Director option award reported Dec 2024 (29,250 options) .
Governance Assessment
- Independence and committee roles: Harmon is not independent (former executive), and currently holds no committee seats—limiting direct influence over audit/compensation/nominating oversight. This can constrain board independence optics but is balanced by an independent Chair and majority independent Board .
- Attendance/engagement: Board met 8 times in 2024; directors met attendance thresholds, and independent directors held regular executive sessions—baseline engagement met .
- Ownership alignment: Material beneficial ownership (2.16%), including exercisable options and direct holdings, with anti-hedging/pledging policy supporting alignment; however, frequent open-market sales in 2024 present a mixed signal for investors monitoring insider sentiment .
- Compensation mix: Director pay is conventional—cash retainer plus time-vested options; no performance-linked director equity metrics (e.g., PSUs tied to TSR), consistent with small/mid-cap biotech governance norms .
- Conflicts/related parties: No related-party transactions disclosed involving Harmon. Company maintains a formal Related Person Transactions Policy overseen by the Audit Committee, and indemnification agreements are in place for directors .
RED FLAGS
- Not independent status due to recent executive role (formal non-independence under Nasdaq/SEC) .
- Continuous insider selling through 2024 could be perceived negatively by some investors, warranting monitoring alongside company milestones and trading plans .
Appendix: Key Director Compensation Policy Details (Reference)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $40,000 |
| Board Chair additional retainer | $30,000 |
| Committee member retainer | Audit $8,000; Compensation $6,000; Nominating $5,000 |
| Committee chair retainer | Audit $10,750; Compensation $6,000; Nominating $5,000 |
| Annual option grant | 23,000 shares; increased to 24,150 (effective Mar 18, 2025) |
| Vesting | Earlier of first anniversary or next annual meeting |
References:
Board composition, director biographies and independence .
Board meetings/executive sessions .
Committee membership and meetings .
Director compensation details (individual and policy) .
Security ownership and beneficial ownership breakdown .
Insider trading policy (hedging/pledging) .
Related person transactions policy and indemnification .
Form 4 transactions and option awards (Dec 2024; subsequent option awards in 2025) .
