Naseem Zojwalla
About Naseem Zojwalla
Naseem Zojwalla, M.D., is Olema Pharmaceuticals’ Chief Medical Officer (CMO), a role she has held since January 2022. She is 52 years old, with a B.S. from Stanford University and an M.D. from Temple University School of Medicine; she completed hematology/oncology fellowship training at Columbia University Medical Center and previously served as an Assistant Clinical Professor of Medicine at Columbia University Medical Center . Olema is pre-commercial and disclosed no revenue in recent years; in 2024 the company reported a net loss of $129.474 million and cumulative TSR indexed to FY2021 of 12, underscoring equity-value volatility as a key performance lens for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Turning Point Therapeutics (acquired by Bristol Myers Squibb) | Vice President, Clinical Development | 2020–2022 | Led oncology clinical development; company was acquired by Bristol Myers Squibb, reflecting program and portfolio value |
| Peloton Therapeutics (acquired by Merck) | Vice President, Clinical Development | 2015–2020 | Advanced oncology programs; company acquired by Merck, indicating clinical and strategic execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia University Medical Center | Assistant Clinical Professor of Medicine | Not disclosed | Academic leadership and oncology training background |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 477,000 | 515,000 |
| Y/Y Increase (%) | — | 8.0% |
| Annual Cash Bonus (2024) | Target % of Base | Target ($) | Actual Paid ($) |
|---|---|---|---|
| Zojwalla (CMO) | 45% | 231,750 | 248,000 |
Performance Compensation
| Annual Bonus Plan (2024) | Metric Definition | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Corporate goal achievement | Advance OP-1250 pivotal Phase 3 monotherapy; advance Ph1b/2 combos with palbociclib and ribociclib; file IND for OP-3136 by YE; achieve dosage/formulation/drug supply targets; broaden pipeline; organization/talent/BD goals | Not disclosed | 45% of base | 107% corporate achievement | $248,000 | Approved Jan 2025 (Comp Committee) |
| PSU Awards (Granted Nov 2022 under 2020 Plan) | Shares Granted | Conditions | Vested Shares | Vest Dates |
|---|---|---|---|---|
| Performance RSUs (PSUs) | 80,000 | Two milestones: clinical and financing | 28,000 (clinical) | Nov 20, 2023 |
| 52,000 (financing) | Dec 9, 2024 |
Equity grants follow standard vesting: options generally vest 25% at 1-year and monthly over 36 months thereafter, or monthly over 48 months; maximum term up to 10 years; acceleration terms apply per employment agreements .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 21, 2025) | Shares | % of Outstanding |
|---|---|---|
| Total beneficial ownership (common + options exercisable within 60 days) | 417,182 | <1% |
| Shares outstanding (context) | 68,360,752 | — |
| Options – Outstanding at Dec 31, 2024 | Grant Date | Vest Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| Inducement Plan | Feb 1, 2022 | Jan 31, 2022 | 146,291 | 67,709 | 7.02 | Jan 31, 2032 |
| 2020 Plan | Feb 1, 2023 | Feb 1, 2023 | 31,590 | 81,250 | 4.87 | Jan 31, 2033 |
| 2020 Plan (refresh) | Feb 1, 2024 | Feb 1, 2024 | 0 | 195,000 | 15.25 | Feb 1, 2034 |
- Vesting cadence: 25% at first anniversary then monthly for 36 months for above options; the Feb 1, 2024 grant vested 25% on Feb 1, 2025 and monthly thereafter .
- Hedging and pledging of company stock are prohibited for employees and directors (short sales, margin accounts, derivatives, collars, etc.), reducing alignment red flags related to hedging/pledging .
- Clawback: Olema adopted an incentive compensation recoupment policy compliant with Nasdaq Listing Standard 5608 and Rule 10D-1 (also Sarbanes-Oxley Section 304 applies to CEO/CFO), enhancing accountability .
Employment Terms
| Scenario | Cash Severance | Healthcare (COBRA) | Bonus Treatment | Equity Acceleration |
|---|---|---|---|---|
| Termination without cause or resignation for good reason (outside CIC period) | 12 months base (installments) | Up to 12 months | Prorated annual bonus based on corporate performance | For Zojwalla: 50% of then‑unvested time-based equity granted at commencement accelerates |
| Within CIC period (3 months pre- to 18 months post-CIC) | 12 months base + target bonus, lump sum | Up to 12 months | Prorated annual bonus based on corporate performance | All then-unvested time-based equity fully vests; PSU financing milestone unvested portion vests on CIC; clinical milestone PSUs vest if not assumed or if terminated for GC/no cause within 12 months post-CIC |
| Conditions | Release of claims; ongoing proprietary information obligations; 280G cut-down vs full-pay best-net | — | — | — |
- Offer letter (Dec 2021) provided base, target bonus eligibility, equity eligibility, and a signing bonus; employment is at will .
Investment Implications
- Pay-for-performance alignment: The 2022 PSUs required clinical and financing milestones and vested upon achievement in Nov 2023 and Dec 2024, evidencing milestone-linked equity design; annual bonuses are tied to clinical progress (OP‑1250 Phase 3, combo studies) and pipeline/BD execution with 2024 corporate achievement at 107% .
- Retention vs selling pressure: Significant 2024 refresh options (195,000 at $15.25) began vesting 25% on Feb 1, 2025 with monthly vesting thereafter; combined with ongoing vesting from 2022/2023 grants, this creates consistent windows that can add mechanical selling pressure, though insider policy prohibits hedging/pledging, and timing of grants follows standard schedules (reducing MNPI timing risks) .
- Ownership alignment: Beneficial ownership is <1%, typical for clinical-stage CMOs; alignment relies primarily on unvested/vesting equity and milestone PSUs rather than large outright share stakes .
- Change-in-control economics: Double-trigger structure with full time-based equity acceleration and protective PSU provisions could influence retention through strategic events; for investors, this signals stability through CIC but raises potential dilution on full acceleration .
- Governance and accountability: Clawback adoption and prohibitions on hedging/pledging are positives; say-on-pay passed with >98% in favor in 2024, indicating strong shareholder support for incentive design .
Note: Olema reports no revenue during the periods presented, making clinical and financing milestones (rather than revenue/EBITDA) the primary performance levers for management incentives .
