Gorjan Hrustanovic
About Gorjan Hrustanovic
Independent director of Olema Pharmaceuticals (OLMA); age 36; on the board since July 2018 (Class I; term expires 2027). He is a Principal at BVF Partners L.P. (biotech investment firm and >10% OLMA holder) and previously served as an analyst at BVF; he holds B.S. degrees in Molecular Biology and Management Science (UC San Diego) and a Ph.D. in Cancer Biology & Cell Signaling (UCSF). The Board has affirmatively determined he is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BVF Partners L.P. | Principal (Managing Director-level) | Jul 2018 – present | Investor representative background; BVF is a >10% OLMA holder |
| BVF Partners L.P. | Analyst | Sep 2015 – Jul 2018 | Investment diligence in life sciences |
| Rain Oncology, Inc. | Director | May 2018 – Jan 2024 | Former public biotech; stepped off board in 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kymera Therapeutics Inc. (Public) | Director | Mar 2020 – present | Public biopharma; current directorship |
| Various privately held companies | Director | n/a | Not individually itemized in proxy |
Board Governance
- Committee assignments: Member, Compensation Committee (6 meetings in 2024; Chair: Scott Garland). Not on Audit or Nominating & Corporate Governance.
- Independence: Board determined Dr. Hrustanovic is independent (as are all non-employee directors).
- Board leadership and engagement: Independent Chair (Ian Clark); Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors held 3 executive sessions in 2024.
- Compensation Committee practices: Uses Aon Human Capital Solutions as independent consultant; reviews pay philosophy, equity plans, and director pay; follows SEC/Nasdaq independence factors for advisors.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Standard for non-employee directors |
| Committee membership retainer (Compensation Committee) | $6,000 | Member retainer under 2024 policy |
| Total cash fees paid (reported) | $46,000 | Matches policy math and reported fees |
| Committee fee changes (effective Jul 1, 2025) | Audit member $10,000; Comp member $7,500 | Policy amended Mar 18, 2025 |
- 2024 reported director compensation (grant-date fair value basis): Fees $46,000; Option awards $200,790; Total $246,790.
Performance Compensation
| Equity Element | 2024 Terms | 2025 Update | Mechanics |
|---|---|---|---|
| Annual option grant | Option to purchase 23,000 shares | Increased to 24,150 shares for initial and annual grants | 10-year term; vests through the earlier of 1-year from grant or next annual meeting, subject to service; granted under 2020 Plan |
| 2024 grant value (G. Hrustanovic) | $200,790 (grant-date fair value) | n/a | ASC 718 valuation; individual exercise price not disclosed in proxy table |
Director equity is time-based (not performance-conditioned); options align director incentives with shareholders via upside exposure and vesting tied to continued service.
Other Directorships & Interlocks
| Company/Entity | Type | Relationship to OLMA | Interlock/Conflict Considerations |
|---|---|---|---|
| Kymera Therapeutics Inc. | Public company | External directorship | None disclosed as related party with OLMA |
| Rain Oncology, Inc. (former) | Public company | Prior directorship through Jan 2024 | None disclosed as related party with OLMA |
| BVF Partners L.P. | Investment firm | >10% beneficial owner of OLMA; Dr. Hrustanovic is a Principal | Related-party exposure via BVF’s significant holdings and transactions (private placements, warrant exchanges); see Related Party Transactions below |
Expertise & Qualifications
- Deep life sciences investing experience (BVF), oncology domain training (Ph.D.), and public board experience (Kymera; prior Rain).
- Independence affirmed by Board; no family relationships with executives or directors disclosed.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 152,120 shares | Represents shares issuable upon exercise of options exercisable within 60 days; <1% of outstanding |
| Options outstanding (as of 12/31/2024) | 152,120 | Director options; aggregate outstanding for Hrustanovic |
| Ownership as % of outstanding | <1% | Based on 68,360,752 shares outstanding (4/21/2025) |
| Pledging/Hedging | Prohibited by policy | Insider Trading Policy bars pledging/hedging |
| Economic assignment | Options’ economic benefit assigned to BVF Partners pursuant to agreement | Footnote discloses agreement to transfer economic benefit upon sale of shares issuable under director options to BVF Partners L.P. |
Director Compensation (Detail)
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 46,000 | 200,790 | 246,790 |
Option holdings by non-employee directors (as of 12/31/2024): Hrustanovic 152,120; vesting and terms per 2020 Plan.
Insider Trades
| Period | Reported Form 4 Activity (Proxy) | Notes |
|---|---|---|
| 2024 | Not specifically itemized in proxy for Hrustanovic | Section 16(a) compliance disclosure notes all required filings timely in 2024; an error cited only for another director (Walmsley) corrected via amendment; no late filings noted for Hrustanovic |
Related Party Transactions (Conflict Mapping)
- BVF Partners L.P. and affiliates (beneficial owner >10%; Hrustanovic affiliate) participated in OLMA’s financings:
- Sep 2023 private placement: BVF affiliates purchased 1,453,131 shares ($14.3M). Logos (affiliated with director Walmsley) and Paradigm also participated.
- Nov 2024 private placement: BVF affiliates purchased pre-funded warrants for 2,533,040 shares ($23.0M). Bain, Paradigm, and Point72 participated.
- Nov 2024 warrant exchange: BVF affiliates exchanged 3,420,000 common shares for pre-funded warrants (value reference $34.5M at $10.09).
- Jan 2025 warrant exchange: BVF affiliates exchanged 420,000 common shares for pre-funded warrants (value reference $2.03M at $4.84); Bain and Paradigm also exchanged.
- Footnote discloses Hrustanovic’s agreement to transfer the economic benefit from his director option shares to BVF Partners.
Governance Assessment
- Strengths
- Independence and oversight: Independent Chair; Board determined Hrustanovic is independent; regular executive sessions; strong attendance (≥75%).
- Transparent committee structure: Compensation Committee membership and active cadence (6 meetings), supported by independent consultant (Aon) with independence factors considered.
- Shareholder alignment: Director equity granted annually; time-based vesting tied to continued service; hedging/pledging prohibited.
- Shareholder say-on-pay support (context for Compensation Committee oversight): 98% approval at 2024 annual meeting.
- RED FLAGS / Watch items
- Investor-affiliate on Board: Hrustanovic is a Principal at BVF Partners, a >10% holder and frequent participant in OLMA capital raises; related-party financings and warrant exchanges create potential perception of conflicts, though overseen under Related Person Transactions Policy and Audit Committee review.
- Economic benefit assignment: His director option economics are contractually assigned to BVF Partners, potentially diluting direct personal alignment with minority shareholders (though it reinforces alignment with a large holder).
Notes on Committee Roles and Attendance
| Committee (2024) | Membership | Chair | Meetings |
|---|---|---|---|
| Compensation | Garland (Chair), Rappaport, Hrustanovic | Garland | 6 |
| Audit | Butitta (Chair), Rappaport, Walmsley | Butitta | 4 |
| Nominating & Corporate Governance | Clark (Chair), Larson, Horning | Clark | 4 |
Board met 8 times in 2024; every director met or exceeded 75% attendance across Board and assigned committees.
Policy Snapshot (Directors)
- Non-Employee Director Compensation Policy (amended Apr 2024; further amended and restated Mar 18, 2025):
- Cash retainers: Board $40k; committee member retainers (2024): Audit $8k, Compensation $6k, Nominating $5k; Chair retainers: Audit $10,750; Compensation $6k; Nominating $5k. 2025 update increases Audit/Comp member and Chair retainers and raises option share amounts to 24,150.
- Insider Trading Policy: Prohibits hedging and pledging.
- Related Person Transactions Policy: Audit Committee pre-approval, best-interest test, recusal for interested directors.
Appendix: Beneficial Ownership Reference (as of Apr 21, 2025)
| Holder | Shares | % |
|---|---|---|
| BVF Partners L.P. affiliates (aggregate) | 6,999,421 (plus pre-funded warrants subject to 9.99% blocker) | 9.99% |
| Gorjan Hrustanovic, Ph.D. | 152,120 (options exercisable within 60 days) | <1% |
| Total shares outstanding | 68,360,752 | — |
