Graham Walmsley
About Graham Walmsley
Independent director at Olema Pharmaceuticals (OLMA) since March 2020; age 38 as of April 21, 2025. Founding Member and General Partner of Logos Global Management (biotech-focused fund) since August 2019; previously Principal at Versant Ventures and Head of Business Development at Pipeline Therapeutics and Jecure Therapeutics. Education: B.A. in Molecular & Cell Biology (UC Berkeley); Ph.D. and M.D. in Stem Cell Biology & Regenerative Medicine (Stanford). The Board has determined he is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versant Ventures | Principal | Jul 2016 – Aug 2019 | Healthcare-focused venture investing |
| Pipeline Therapeutics | Head of Business Development | Apr 2018 – Dec 2018 | Corporate development in neuro/biotech |
| Jecure Therapeutics (acq. by Genentech/Roche Nov 2018) | Head of Business Development | Jun 2017 – Nov 2018 | Led BD through acquisition process |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akero Therapeutics (AKRO) | Director | Jun 2018 – Present | Public biotech board service |
| ALX Oncology (ALXO) | Director | Feb 2020 – Aug 2021 | Prior public biotech directorship |
Board Governance
- Board tenure and independence: Director since 2020; classified Board (Class II); independent under Nasdaq standards. Term up for election at 2025 Annual Meeting (Class II).
- Committee assignments (current/2024): Member, Audit Committee (Chair: C. Butitta); Member, Nominating & Corporate Governance Committee during 2024 until stepping down after 2024 Annual Meeting. Not on Compensation Committee.
- Committee chair roles: None.
- Attendance and engagement: Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings for which they served. Independent directors held 3 executive sessions in 2024.
- Board structure: Independent Chair separate from CEO; lead independent director role exists if Chair not independent (Chair currently independent).
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | |
| Committee member retainers (cash) | Audit $8,000; Compensation $6,000; Nominating & Governance $5,000 | |
| Committee chair retainers (cash) | Audit Chair $10,750; Compensation Chair $6,000; Nominating & Governance Chair $5,000 | |
| Annual equity grant (non-employee director) | Option to purchase 23,000 shares at each Annual Meeting; vests by next AGM/1 year | |
| Initial equity grant (on appointment) | Option to purchase 23,000 shares + pro-rated annual grant | |
| Policy updates (adopted Mar 18, 2025) | Committee member retainers: Audit $10,000; Compensation $7,500; Committee chair: Audit $10,000; Compensation $7,500; Annual and initial option grants increased to 24,150 shares |
Director-specific 2024 compensation (paid in 2024 for service as director):
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $50,275 |
| Option Awards (grant-date fair value) | $200,790 |
| Total | $251,065 |
Notes:
- Options for non-employee directors vest by the earlier of the first anniversary of grant or next Annual Meeting; 10-year term; struck at FMV on grant date.
Performance Compensation
- Not applicable for non-employee directors; equity awards are time-based options with no disclosed performance metrics.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Akero Therapeutics (AKRO) | Director | No specific OLMA transactional ties disclosed; standard public biotech overlap. |
| Logos Global Management (affiliation) | Founding Member/General Partner | Affiliates (Logos Global Master Fund LP) participated in OLMA’s Sept 2023 private placement ($5.0M at $9.84/share); disclosed as related-person transaction due to director affiliation. Reviewed under related party policy. |
Expertise & Qualifications
- Scientific/medical: M.D. and Ph.D. in Stem Cell Biology & Regenerative Medicine; biotech sector domain knowledge.
- Finance/BD: Venture investing (Versant; Logos) and business development leadership (Pipeline, Jecure).
- Public board experience: Current AKRO director; prior ALXO director.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Graham Walmsley | 3,360,995 | 4.91% | 3,208,875 shares held by funds managed by Logos Global Management LP over which he has shared voting/dispositive power; 152,120 shares issuable upon options exercisable within 60 days. As of Apr 21, 2025; 68,360,752 shares outstanding. |
Additional alignment/controls:
- Hedging and pledging of company stock prohibited under Insider Trading Policy (applies to directors). No pledging disclosures for Walmsley.
- Director options outstanding (aggregate): 152,120 options as of Dec 31, 2024.
- Ownership guidelines (director): Not disclosed.
Insider Trades and Section 16 Compliance
| Date(s) | Filing/Event | Notes |
|---|---|---|
| Dec 17–18, 2024 | Form 4 initially filed contained errors; corrected via amended Form 4 on Dec 18, 2024 | Company notes all Section 16(a) filings timely other than this corrected Walmsley Form 4. |
Related-Party Exposure and Conflicts
- Financing participation by affiliated funds (Logos): In September 2023 private placement, Logos Global Master Fund LP purchased 508,130 shares for ~$5.0M at same terms as other investors. These transactions are reviewed under OLMA’s Related Person Transactions Policy; directors with an interest must recuse.
- Governance mitigants: Audit Committee reviews related-person transactions; director recusal required; broad independence of the Board; Walmsley serves on Audit Committee but policy addresses conflicts and process.
- Additional capital markets activity: Large 2024 private placement with 5% holders (BVF, Bain, Paradigm, Point72) and subsequent warrant exchanges; not tied to Walmsley’s affiliated Logos per disclosures.
Governance Assessment
-
Strengths
- Independent director with deep biotech investing and BD background; active Audit Committee member; Board independence confirmed. Attendance threshold met.
- High alignment via material beneficial ownership linked to Logos-managed funds (4.91% beneficial ownership including options). Hedging/pledging prohibited.
- Transparent related-party framework and disclosures; recusal requirement; robust committee structure and independent Chair.
-
Watch items / potential red flags
- Affiliation with an investing fund (Logos) that participated in OLMA financing could create perceived conflicts; mitigated by policy and equal terms. Monitor Audit Committee handling and any future transactions for recusals.
- Corrected Form 4 in Dec 2024 indicates minor compliance lapse, though promptly amended.
- Serves on Audit while affiliated with a shareholder; though independence affirmed, investors may assess optics in the context of future capital markets actions.
-
Say-on-pay signal (context): 2024 say-on-pay received >98% support, indicating broad shareholder support for compensation practices at OLMA; positive governance sentiment backdrop.
