Sean Bohen

About Sean Bohen

Sean Bohen, M.D., Ph.D., is President, Chief Executive Officer and a Director of Olema Pharmaceuticals. He joined in 2020 (initial offer in Sep 2020; amended employment agreement Nov 2020) and led Olema’s IPO in November 2020 . A medical oncologist and biochemist by training, Bohen previously led early development at Genentech (~13 years) and served as Chief Medical Officer at AstraZeneca (~5 years) before joining Olema . Under his tenure, Olema’s “Pay vs. Performance” disclosure shows negative TSR and persistent net losses, reflecting a development-stage profile: 2022–2024 TSR indexed value of $5 → $29 → $12 and net losses of $104.8m → $96.7m → $129.5m, respectively .

Performance Metric	FY 2022	FY 2023	FY 2024
Total Shareholder Return (Value of Initial $100)	$5	$29	$12
Net Loss ($000s)	$(104,787)	$(96,655)	$(129,474)

Past Roles

Organization	Role	Years	Strategic impact
AstraZeneca	Chief Medical Officer	~5 years (pre-2020)	Led global development; executive clinical leadership
Genentech	Head of Early Development	~13 years (pre-2015)	Advanced early-stage oncology programs

Fixed Compensation

Recent CEO compensation details (cash components):

Component	2023	2024
Base Salary ($)	647,000	673,000
Target Bonus (% of Salary)	55%	60%
Actual Annual Bonus ($)	489,000	432,066

Notes:

2024 corporate goal achievement was 107% across clinical, IND, supply, pipeline and organizational objectives, driving the cash bonus outcome .
2023 corporate goal achievement was 125% (notably including ~$130m equity financing and up to $50m debt), supporting above-target payouts .

Performance Compensation

Annual cash incentive design emphasizes multi-metric corporate goals and qualitative committee discretion; individual weighting not disclosed. Long-term equity is primarily stock options under the 2020 Plan.

Annual Bonus (select years)

Metric Year	Metric Type	Weighting	Target	Actual/Payout	Vesting/Payment
2024	Corporate goals: Phase 3 OPERA-01 progress; palazestrant combo studies; OP-3136 IND; dosage/formulation/supply; pipeline; org/BD goals	Not disclosed	60% of salary ($403,800)	$432,066 (107% corporate achievement; committee discretion)	Paid annually in cash
2023	Corporate goals: initiate Phase 3 mono; advance combo; supply chain; pipeline; $75m+ financing (achieved ~$130m equity and up to $50m debt); org/BD goals	Not disclosed	55% of salary ($355,850)	$489,000 (125% corporate achievement; committee discretion)	Paid annually in cash

Long-Term Equity (grant-date fair value of option awards)

Equity Type	2023	2024
Option Awards ($)	2,002,000	7,010,520

Equity Ownership & Alignment

Beneficial ownership: 2,394,230 shares (4.1% of outstanding) as of April 23, 2024, aligning CEO incentives with long-term shareholder value .
Ownership structure detail (vested vs. unvested), pledging/hedging, and executive ownership guideline compliance are not disclosed in the cited sections.

Ownership Snapshot (as of 4/23/2024)	Value
Shares Beneficially Owned	2,394,230
Percent of Shares Outstanding	4.1%

Employment Terms

Key elements of Bohen’s current employment arrangements:

At-will employment; amended and restated employment agreement (Nov 2020) with base salary and target bonus eligibility; equity awards at Board/Compensation Committee discretion .
Severance (outside the change-in-control period): if terminated without cause or resigns for good reason, CEO is eligible for 18 months of base salary paid over 12 months, up to 18 months of COBRA, a prorated annual bonus (committee-determined), and equity acceleration of awards scheduled to vest within the next 12 months; initial new-hire option award receives 100% acceleration .
Change in Control (CIC) framework: severance benefits depend on whether termination without cause or resignation for good reason occurs within a CIC period defined as three months before through 18 months after the effective date of a change in control; specific CIC cash/equity multiples are not quantified in the cited excerpts .

Scenario	Cash Severance	Benefits	Equity	Bonus
Termination without cause / Good reason (outside CIC period)	18 months of base salary (paid over 12 months)	Up to 18 months COBRA	Accelerates unvested equity that would have vested within 12 months; initial option 100% accelerates	Prorated bonus at committee discretion
Termination without cause / Good reason (within CIC period)	Severance provided; level depends on CIC timing (not quantified in excerpt)	Not quantified in excerpt	Not quantified in excerpt	Not quantified in excerpt

Clawbacks, tax gross-ups, non-compete/non-solicit, and deferred compensation provisions are not detailed in the cited sections.

Board Governance

Role and independence: Bohen serves on the Board and, by virtue of his CEO role, is not independent under SEC/Nasdaq standards; the Board has determined a majority of directors to be independent .
Board service history: CEO and Director roles documented in SEC signatures and filings since the 2020 IPO period .
Committee roles: No committee memberships for Bohen are disclosed in the cited sections; Audit and Compensation Committees must meet heightened independence requirements .

Investment Implications

Pay-for-performance calibration: 2024 raised CEO bonus target from 55% to 60% of salary but paid 107% of corporate achievement (lower $ payout vs. 2023 given higher base but lower qualitative outcome), while sharply increasing option grant value ($7.0m vs. $2.0m), shifting mix toward long-term equity—supportive of retention and alignment but potentially increasing future dilution if in-the-money .
Ownership alignment: A 4.1% beneficial stake materially aligns incentives with shareholders, mitigating agency risk .
Retention and CIC risk: Outside CIC, severance is moderate (18 months salary/benefits, limited acceleration), which balances retention with shareholder-friendly design; CIC protections are time-bound with qualifying termination required, which typically reduces “single-trigger” risk, though specific CIC multiples were not disclosed in the excerpt .
Performance context: Negative TSR index values and continuing net losses reflect development-stage risk; equity-heavy compensation ties upside to clinical and value-creation milestones (OPERA-01/02 and OP-3136), with near-term bonus metrics anchored in trial execution and pipeline advancement .

Overall: High equity ownership and option-centric LTI design create strong upside alignment if clinical milestones convert; severance terms appear measured (limited acceleration outside CIC), and non-independence is mitigated by an independent Board majority and independent committees .

Citations:
- Employment/compensation tables and narrative: 2025 DEF 14A (Summary Compensation Table; Annual Bonus Plan; Employment Arrangements) **[1750284_0000950170-25-059348_olma-20250428.htm:40]** **[1750284_0000950170-25-059348_olma-20250428.htm:41]** **[1750284_0000950170-25-059348_olma-20250428.htm:46]**; 2024 DEF 14A (Annual Bonus Plan; Employment Arrangements) **[1750284_0000950170-24-049287_olma-def_14a-2024_proxy.htm:38]** **[1750284_0000950170-24-049287_olma-def_14a-2024_proxy.htm:43]**; 2021/2022 DEF 14A (employment/severance detail) **[1750284_0001558370-21-004911_tmb-20210608xdef14a.htm:38]** **[1750284_0001558370-22-006304_tmb-20220616xdef14a.htm:41]**.
- Ownership: 2024 DEF 14A Security Ownership table **[1750284_0000950170-24-049287_olma-def_14a-2024_proxy.htm:31]**.
- Pay vs Performance: 2025 DEF 14A PVP table **[1750284_0000950170-25-059348_olma-20250428.htm:51]**.
- Board independence: 2023 DEF 14A independence determination **[1750284_0001558370-23-007258_olma-20230615xdef14a.htm:15]**.
- Role history/signatures: S-8/S-3/10-K signatures **[1750284_0001104659-20-127416_tm2027048-16_s8.htm:8]** **[1750284_0001558370-22-002407_tmb-20220228xs3.htm:41]**.
- Background/career: investor/transcript remarks **[1750284_2131724_0]**.