Shane Kovacs
About Shane Kovacs
Shane Kovacs, age 51, is Olema’s Chief Operating and Financial Officer (since June 2020). He holds a B.Eng. in chemical engineering and a B.S. in life sciences from Queen’s University, an MBA from the University of Western Ontario, and is a CFA charterholder . During his tenure, pay-versus-performance disclosures show cumulative TSR index values of 5 (2022), 29 (2023), and 12 (2024), with net losses of $104.8M (2022), $96.7M (2023), and $129.5M (2024) as a pre-commercial company . The Compensation Committee assessed 2024 corporate achievement at 107% tied to clinical progress of palazestrant (OP-1250), pipeline advancement (OP-3136), dosage/formulation/supply, partnerships, and talent/business development goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlueRock Therapeutics LP | Chief Business & Financial Officer | Jul 2018–Mar 2020 | Company acquired by Bayer AG in Aug 2019 . |
| RBC Capital Markets | Managing Director, Head of Biotechnology Investment Banking | May 2017–Sep 2018 | Led biotech investment banking . |
| PTC Therapeutics, Inc. | EVP, CFO & Head of Corporate Development | May 2013–May 2017 | Senior finance and corp dev leadership at biopharma . |
| Credit Suisse | Managing Director, Healthcare Investment Banking | Mar 2004–May 2013 | Progressively senior investment banking roles in healthcare . |
External Roles
No public-company directorships or external board roles for Kovacs are disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 520,000 | 541,000 |
| Target Bonus (%) | — | 50% of base |
| Target Bonus ($) | — | 270,500 |
| Actual Bonus Paid ($) | 286,000 | 289,400 |
| All Other Compensation ($) | 14,370 | 14,970 |
| Total Compensation ($) | 1,548,370 | 4,280,130 |
Performance Compensation
Annual Cash Bonus – 2024 Plan
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Corporate performance vs goals (Phase 3 palazestrant; combo trials; OP-3136 IND; dosage/formulation/supply; pipeline broadening; org/talent/BD) | Qualitative objectives set by Board | Corporate achievement 107% | $289,400 |
| Individual performance | Committee evaluation | Incorporated into payout | $289,400 |
Performance Stock Units (PSUs)
| Grant Date | Award Type | Shares Granted | Conditions | Vesting Outcomes |
|---|---|---|---|---|
| Nov 2022 | PSU Award | 105,000 | Financing milestone and clinical milestones | 36,750 shares vested 11/20/2023 (clinical milestones achieved) ; 68,250 shares vested 12/9/2024 (financing milestone achieved) |
Stock Options – Key Grants and Terms
| Grant Date | Approval Date | Vest Commencement | Shares (Unexercisable at 12/31/24) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| Feb 1, 2024 | Jan 18, 2024 | Feb 1, 2024 | 304,500 | 15.25 | 2/1/2034 | 25% at 2/1/2025, then monthly over 36 months |
| Feb 1, 2023 | Feb 1, 2023 | Feb 1, 2023 | 108,334 | 4.87 | 1/31/2033 | 25% at 2/1/2024, then monthly over 36 months |
| Feb 1, 2022 | Jan 29, 2022 | Feb 1, 2022 | 72,042 | 7.02 | 1/31/2032 | 25% at 2/1/2023, then monthly over 36 months |
| Nov 18, 2020 | Nov 10, 2020 | Nov 10, 2020 | — (fully vested schedule active) | 19.00 | 11/17/2030 | 25% at 11/10/2021, then monthly over 36 months |
- Total unvested options scheduled to vest over time as of 12/31/2024: 484,876 shares (304,500 + 108,334 + 72,042) .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Shares held of record | 543,549 |
| Options exercisable within 60 days | 446,603 |
| Total beneficial ownership | 990,152 shares |
| Ownership as % of outstanding shares | 1.44% |
| Shares outstanding at record date | 68,360,752 |
| Hedging/Pledging | Company policy prohibits hedging and pledging; margin accounts also prohibited |
| Clawback | Nasdaq-compliant incentive compensation recoupment policy adopted (also SOX 304 applicable) |
Employment Terms
| Provision | Outside Change-in-Control (CiC) Period | Within CiC Period |
|---|---|---|
| Basis for eligibility | Termination without cause or resignation for good reason | Same, if within CiC window (3 months before to 18 months after CiC) |
| Cash severance | 12 months base salary | 12 months base salary + target bonus (lump sum) |
| Health benefits | Up to 12 months COBRA | Up to 12 months COBRA |
| Annual bonus for year of separation | Prorated, based on corporate performance | Prorated, based on corporate performance |
| Equity acceleration (time-based awards) | 50% of initial time-based equity grant made at employment commencement accelerates | All time-based equity fully vests |
| PSU acceleration (performance awards) | — | Financing milestone portion vests upon CiC; clinical milestone portion vests in full unless assumed; if terminated for cause/good reason within 12 months post-CiC, any remaining clinical milestone portion vests |
| Conditions | Proprietary information obligations; effective release; Section 280G cut-back vs full payment as economically favorable |
Investment Implications
- Pay-for-performance alignment: 2024 bonuses paid against a 107% corporate achievement, reflecting progress on key clinical and pipeline milestones; Kovacs’ actual 2024 bonus was $289,400 against a 50% target of base salary .
- Equity-heavy mix and vesting overhang: Option awards are significant ($3,434,760 grant-date fair value in 2024), with 484,876 unvested options scheduled to vest monthly across 2022–2024 grants, potentially creating periodic selling pressure as tranches vest; strike prices span $4.87–$15.25 with expirations through 2034 .
- Ownership and alignment: Kovacs beneficially owns 990,152 shares (1.44%), comprised of 543,549 shares held and 446,603 options currently exercisable; company policy prohibits hedging and pledging, and a clawback is in place, supporting alignment with shareholders .
- Retention and CiC economics: Severance terms provide 12 months salary outside CiC and 12 months salary plus target bonus within CiC, with meaningful equity acceleration (50% of initial grant outside CiC; full time-based and PSU acceleration inside CiC), reducing retention risk around corporate events but potentially incentivizing participation through strategic transactions .
- Shareholder sentiment: Say-on-pay passed with >98% approval in 2024, indicating strong investor support for the compensation framework and benchmarking approach .
