Sandra Horning
About Sandra J. Horning, M.D.
Sandra J. Horning, M.D. is an independent director of Olema Pharmaceuticals (OLMA) who has served on the Board since November 2020. She is 76 years old (as of April 21, 2025), is Professor of Medicine Emerita at Stanford, and previously served as Chief Medical Officer and Global Head of Product Development at Roche. Dr. Horning holds an M.D. from the University of Iowa, completed internal medicine training at the University of Rochester, and a fellowship in Oncology and Cancer Biology at Stanford University. Her background spans oncology practice, clinical development leadership, and public company board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche | Chief Medical Officer & Global Head of Product Development | Jan 2014 – Oct 2019 | Led global product development; prior Global Head of Oncology Product Development (Sep 2009 – Dec 2013) |
| Stanford University School of Medicine | Practicing oncologist, investigator, tenured professor (now Professor Emerita) | Jul 1980 – Aug 2009 (emerita thereafter) | Academic leadership and oncology clinical research |
| American Society of Clinical Oncology (ASCO) | President | 2005 – 2006 | Professional leadership in oncology community |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moderna, Inc. | Director | Since Mar 2020 | Public company board |
| Gilead Sciences, Inc. | Director | Since Jan 2020 | Public company board |
| Revolution Medicines, Inc. | Director | Since Nov 2023 | Public company board |
| Foundation Medicine, Inc. | Director (prior) | Apr 2015 – Jul 2018 | Prior public company board |
| EQRx, Inc. | Director (prior) | Aug 2020 – Nov 2023 | Prior public company board |
| Stanford University | Professor of Medicine Emerita | Ongoing | Academic role |
Board Governance
- Independence: The Board affirmatively determined Dr. Horning is independent under Nasdaq listing standards.
- Committee assignments (2024): Member, Nominating and Corporate Governance Committee; not a chair. She was appointed to this committee upon conclusion of the 2024 Annual Meeting.
- Meeting attendance: The Board met eight times in 2024; each director attended at least 75% of applicable Board and committee meetings. Independent directors held three executive sessions.
- Board structure context: Olema has an independent Chair of the Board (Ian Clark); roles of Chair and CEO are separated.
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| Fees earned or paid in cash (2024) | $42,725 | |
| Committee membership fees (policy through Jun 30, 2025) | Audit member $8,000; Compensation member $6,000; Nominating & Corporate Governance member $5,000 | |
| Chair retainers (policy through Jun 30, 2025) | Board Chair $30,000; Audit Chair $10,750; Compensation Chair $6,000; Nominating & Corporate Governance Chair $5,000 | |
| Base annual Board retainer (policy through Jun 30, 2025) | $40,000 | |
| Policy changes effective Jul 1, 2025 | Audit member $10,000; Compensation member $7,500; Audit Chair $10,000; Compensation Chair $7,500 |
Equity-heavy pay mix: In 2024, Dr. Horning received $42,725 cash vs. $200,790 in option grant fair value.
Performance Compensation
| Equity Element | Structure | Size/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual non-employee director option grant (policy pre-Mar 18, 2025) | Stock option | 23,000 shares per annual meeting | Vests by earlier of first anniversary or next annual meeting (continuous service required) | Granted under 2020 Plan |
| Initial director option grant (policy pre-Mar 18, 2025) | Stock option | 23,000 shares + pro-rated annual grant | Same as above | |
| Amended equity policy (adopted Mar 18, 2025) | Stock option | Annual: 24,150 shares; Initial: 24,150 shares (+ pro-rated annual) | Same as above | Equity changes effective immediately on Mar 18, 2025 |
| 2024 grant value (individual) | Option grant fair value | $200,790 | — | ASC 718 grant-date fair value |
- No performance metrics: Non-employee director equity awards are time-based stock options per policy; no performance-based vesting is disclosed for directors.
Other Directorships & Interlocks
| Company | Role | Overlap/Comments |
|---|---|---|
| Moderna, Gilead, Revolution Medicines | Director | Multiple concurrent public biopharma boards; Board determined she remains independent at Olema. |
No related-person transactions involving Dr. Horning were disclosed; the related transactions section highlights offerings and warrant exchanges involving certain 5% holders and other directors (affiliates of BVF and Logos), but does not list Dr. Horning.
Expertise & Qualifications
- Oncology and product development leadership: Former CMO and Global Head of Product Development at Roche; prior Global Head of Oncology Product Development.
- Academic and professional leadership: Long-tenured Stanford oncologist/professor; past President of ASCO.
- Education/credentials: M.D. (University of Iowa); internal medicine training (University of Rochester); oncology fellowship (Stanford); Professor of Medicine Emerita (Stanford).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 173,643 shares | Represents options exercisable within 60 days (no direct common shares disclosed); <1% ownership |
| Outstanding director options (as of 12/31/2024) | 173,643 | Aggregate option count in director table |
| Hedging/pledging | Prohibited by company insider trading policy | Aligns with investor-protection norms |
Governance Assessment
-
Strengths
- Independent director with deep oncology and drug development expertise; independence formally affirmed by the Board.
- Active governance role via Nominating & Corporate Governance Committee membership; committee met four times in 2024.
- Attendance threshold met (≥75% of applicable meetings), supporting engagement.
- Equity-heavy director pay structure aligns incentives with shareholders; 2024 equity grant fair value $200,790 vs. $42,725 cash.
- No related-person transactions involving Dr. Horning disclosed; company maintains a robust related-party review policy.
-
Watch items
- Board load: Concurrent service on three other public biopharma boards (Moderna, Gilead, Revolution Medicines) may require ongoing monitoring for time commitments, though Olema’s Board has affirmed her independence.
- Option-only director equity can amplify sensitivity to stock volatility; however, time-based vesting and prohibition on hedging/pledging mitigate misalignment risks.
-
Policy signals
- Director compensation policy updated in March 2025 to moderately increase annual equity grant size and, effective July 1, 2025, raise certain committee retainers—indicative of market alignment for director recruitment/retention.
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 42,725 |
| Option Awards (grant-date fair value) | 200,790 |
| Total | 243,515 |
Board Committees (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Nominating & Corporate Governance | Member (appointed after 2024 AGM) | 4 |
Insider and Beneficial Ownership Snapshot
| Holder | Shares/Options | Detail |
|---|---|---|
| Sandra J. Horning, M.D. | 173,643 | Options exercisable within 60 days; beneficial ownership <1% |
Additional governance context: Olema prohibits hedging and pledging by directors, has adopted a clawback policy per Nasdaq Listing Standard 5608 (for executives), and maintains a formal Related Person Transactions Policy overseen by the Audit Committee.
