Scott Garland
About Scott Garland
Scott Garland (age 56) is an independent Class III director at Olema Pharmaceuticals (Olema Oncology) since October 2023. He is a career biopharma executive and board member, formerly CEO of PACT Pharma and Portola Pharmaceuticals, with prior commercial leadership roles at Relypsa and Exelixis; he holds a B.S. in Biological Sciences (Cal Poly SLO) and an MBA (Duke Fuqua) . Olema’s Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PACT Pharma | Chief Executive Officer; Director | Mar 2021–Feb 2023; Director until Sep 2023 | Led immuno-oncology cell therapy effort |
| Portola Pharmaceuticals | President, CEO, Director | Oct 2018–Jul 2020 (acquired by Alexion) | Led Andexxa launch and sale to Alexion |
| Relypsa | President; SVP & Chief Commercial Officer | President Apr 2017–Sep 2018; CCO Oct 2014–Apr 2017 | Led US organization post-acquisition; commercial leadership |
| Exelixis | EVP & Chief Commercial Officer | Oct 2011–Oct 2014 | Led cabozantinib launch |
| Genentech, Amgen, Merck | Various commercial leadership roles | Prior years | Led commercial franchises for Avastin and Rituxan; broad launch experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALX Oncology (NASDAQ: ALXO) | Director | Since Nov 2022 | Public company directorship |
| Day One Biopharmaceuticals (NASDAQ: DAWN) | Director | Since Aug 2021 | Public company directorship |
| Karyopharm Therapeutics | Director (prior) | Nov 2014–Sep 2020 | Prior public board |
| Calithera Biosciences | Director (prior) | Jul 2020–Dec 2023 | Prior public board |
| Vida Ventures | Advisor | Since Sep 2023 | VC advisor |
| Google Ventures (GV) | Advisor | Since Jul 2023 | VC advisor |
Board Governance
- Committee assignments: Chair of Compensation Committee since conclusion of 2024 Annual Meeting; member of Compensation Committee prior to chair role .
- Other committees: Not listed as Audit or Nominating & Corporate Governance member; Nominating & Corporate Governance chaired by Ian Clark .
- Independence and structure: Board majority independent; roles of Chair (Ian Clark) and CEO are separated .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of meetings and their committee meetings; independent directors held 3 executive sessions .
- Say-on-pay and investor engagement: 2024 say-on-pay approval exceeded 98%; 2023 approval was ~90% with noted engagement by Board leadership and Compensation Committee .
- Compensation Committee processes: Uses Aon as independent compensation consultant; committee meets at least quarterly and holds executive sessions; has authority to retain advisors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $9,625 | $49,270 |
| Committee membership fees policy | Comp Committee member retainer $6,000; annual Board retainer $40,000 (policy) | Policy amended Apr 2024 (effective Jun 1, 2024): audit chair retainer increased to $18,750; board/committee option grant sizes increased (see Performance Compensation) |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards (Grant-date FV, $) | $270,581 | $200,790 |
- Initial appointment equity (Oct 2023 8-K): Nonstatutory stock options to purchase 21,520 shares (Initial Grant, vests monthly over 36 months) and 14,347 shares (Partial Year Grant, vests monthly and in full at 2024 annual meeting), plus policy annual grant eligibility .
- Director equity policy changes (effective Jun 1, 2024): Annual option grant increased to 23,000 shares; initial grant increased to 23,000 shares, vesting through next annual meeting or one year; no repricing allowed under Inducement Plan; options generally 10-year term .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| ALX Oncology | Director | Biotech; potential industry interlocks, but no related-party transactions disclosed for Garland |
| Day One Biopharmaceuticals | Director | Biotech |
| Prior: Karyopharm, Calithera | Director | Prior roles |
Olema disclosed multiple large holders with director affiliations (BVF via Hrustanovic; Logos via Walmsley) and a 2023 private placement with participation by BVF affiliates and Logos funds; no Item 404(a) related-party transactions involving Garland were reported .
Expertise & Qualifications
- Deep commercialization experience (launch leadership at Genentech, Exelixis, Relypsa, Portola), relevant for Olema’s late-stage palazestrant programs .
- Broad biopharma leadership credentials (CEO roles; oncology focus) and current service on oncology public boards .
- Formal governance experience as Compensation Committee Chair, with active use of external consultants .
Equity Ownership
| Metric | Apr 23, 2024 | Apr 21, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 19,129 (options exercisable within 60 days) | 49,302 (options exercisable within 60 days) |
| Beneficial Ownership (% of outstanding) | <1% | <1% |
| Options Outstanding (all awards, shares underlying) | 35,867 | 58,867 |
- Hedging/pledging of company stock is prohibited for directors under Insider Trading Policy; Section 10D-1 compliant Clawback Policy adopted (Nasdaq 5608) .
Compensation Committee Analysis
- Composition: Independent directors; chaired by Scott Garland since 2024 annual meeting; members include Andrew Rappaport and Gorjan Hrustanovic (BVF affiliate) .
- Consultant: Aon engaged to advise on peer group, executive and director compensation competitiveness; committee retains sole authority for advisor selection and oversight .
- Process discipline: Quarterly meetings, executive sessions, full access to records and personnel; independence factors considered per SEC/Nasdaq rules .
Governance Assessment
-
Positives
- Independent director with strong oncology commercialization pedigree; aligned with Olema’s Phase 3 trajectory .
- Chair of Compensation Committee with structured processes and independent consultant support; enhances pay governance rigor .
- High say-on-pay support (98% in 2024; ~90% in 2023) indicates shareholder confidence in compensation oversight .
- Equity-heavy director compensation structure and option vesting over time support ongoing engagement and alignment .
- No related-party transactions involving Garland; Board confirms independence .
-
Potential risk indicators and monitoring points
- Industry interlocks: Concurrent boards (ALXO, DAWN) create potential information-flow sensitivity; monitor for any transactions with Olema counterparties (none disclosed to date) .
- Investor influence: Presence of significant holders with board representation (BVF, Logos) warrants continued vigilance by Compensation Committee for independence in pay decisions .
- Attendance details: Company discloses aggregate threshold (≥75%); continue to monitor individual attendance as available in future proxies .
- Policy changes: Increased director option grant sizes (to 23,000 shares) effective June 2024; monitor equity dilution and pay-for-performance framing .
RED FLAGS
- None disclosed specific to Garland: No Item 404 related-party transactions, no hedging/pledging permitted, and independence affirmed .
Notes on Undisclosed Items
- Director stock ownership guidelines and compliance status: Not disclosed in proxy materials reviewed.
- Insider Form 4 transactions for Garland: Not summarized in proxies; Company reported one late Section 16 filing in 2023 by another director (Walmsley), with otherwise timely filings; no late reports noted for Garland .
