Shawnte Mitchell

About Shawnte Mitchell

Shawnte M. Mitchell, J.D., is Olema Pharmaceuticals’ Chief Legal Officer and Corporate Secretary since February 2025. She is 47, with a BS in Biological Sciences from Stanford and a JD from The George Washington University Law School . Company performance context: Olema reported net losses of $104.8M (2022), $96.7M (2023), and $129.5M (2024), and cumulative TSR indices of 5 (2022), 29 (2023), and 12 (2024), underscoring pre-commercial stage dynamics without revenue .

Past Roles

External Roles

Fixed Compensation

• Specific compensation terms for Ms. Mitchell (base salary, target bonus, actual bonus, equity grants) are not disclosed in the 2025 proxy (NEO tables cover CEO, CFO, CMO). Olema’s overall executive pay philosophy: base salary plus annual performance-based bonus and equity with time-based vesting, reviewed against market peers via Aon .
• 2024 NEOs’ structures illustrate framework (targets and payouts tied to corporate goals), but do not apply to Ms. Mitchell individually .

Performance Compensation

• Company incentive framework: 2024 corporate goals included advancing palazestrant (OP‑1250) Phase 3 monotherapy, progressing combination trials, filing IND for OP‑3136, dosage/formulation/supply targets, pipeline broadening, and organizational/BD objectives; corporate achievement was assessed at 107% with NEO bonuses paid accordingly .
• No executive-specific performance metric weighting/targets/payouts disclosed for Ms. Mitchell.

Equity Ownership & Alignment

• Ms. Mitchell’s individual share ownership (direct/indirect), options/RSUs, and any pledging status are not disclosed in the beneficial ownership tables; only NEOs/directors appear individually in 2024–2025 proxies .
• Company-wide alignment policies:
  • Hedging and pledging of company stock prohibited by Insider Trading Policy (filed as an exhibit to the 2024 Form 10‑K) .
  • Nasdaq-compliant Clawback Policy adopted (Rule 10D‑1) and on file as Exhibit 97.1 to 2024 10‑K .

Employment Terms

• Start date and role: Chief Legal Officer & Corporate Secretary since February 2025 .
• Ms. Mitchell’s offer letter/contract terms (severance, change-in-control) are not individually disclosed. Olema’s standard executive agreements provide:
  • Termination without cause or resignation for good reason outside a CIC period: salary continuation for 12 months (18 months for CEO), COBRA for up to 12 months (18 months for CEO), prorated annual bonus eligibility; partial acceleration of certain unvested time-based equity (more expansive for CEO) .
  • Within CIC period: lump-sum 12 months’ salary (18 months CEO) plus target bonus, COBRA, and full acceleration of unvested time-based equity; PSU financing milestone vests at CIC; clinical milestone may vest if not assumed or upon qualifying termination post‑CIC .
• Equity vesting mechanics: options granted at FMV; typical vesting 25% at 1 year then monthly over 36 months, or monthly over 48 months; 10-year max term .

Compensation Committee Analysis

• Compensation Committee membership (2024–2025): Scott Garland (Chair), Andrew Rappaport, Gorjan Hrustanovic; Aon engaged to advise on peer benchmarking and program competitiveness .
• Governance safeguards: Independent directors constitute the committee; CEO excluded from deliberations about his compensation .

Company Performance Context (Pay vs Performance)

Olema states it is pre-commercial and does not use net loss as a pay metric; equity valuation drives “compensation actually paid” variability due to stock price changes .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay: over 98% approval .
• 2023 say‑on‑pay: ~90% approval; investor dialogue led to adding a major holder (BVF’s Hrustanovic) to the Compensation Committee to reflect shareholder perspectives .

Risk Indicators & Red Flags

• Hedging/pledging ban reduces misalignment and leverage risk .
• Clawback policy for incentive compensation restatements (Nasdaq Rule 10D‑1) .
• No disclosure of tax gross‑ups in golden parachutes; 280G “best‑net”/cut‑back language in severance (reduces shareholder‑unfriendly gross‑ups) .
• No Item 5.02 appointment/separation 8‑K available in 2024–2025 under the catalog searched; Ms. Mitchell’s appointment is disclosed in the DEF 14A executive officers section .

Compensation Peer Group (Program Benchmarking)

• 2024 peer group used by Aon includes oncology and development-stage biotechs (e.g., ALX Oncology, IDEAYA, Relay Therapeutics, Syndax, Day One Biopharmaceuticals, etc.) to guide market-competitive pay levels .

Investment Implications

• Governance/controls: Strong alignment safeguards (no hedging/pledging; clawback), independent compensation oversight, and robust shareholder support for pay suggest low governance risk for Ms. Mitchell’s remit .
• Retention/trading signals: Ms. Mitchell is a new hire (Feb 2025) with significant prior GC/CLO experience through an acquisition cycle (Zogenix → UCB) and compliance leadership at multiple biotechs—constructive for regulatory readiness as OP‑1250 advances . Lack of disclosed individual equity and vesting specifics limits assessment of selling pressure and personal alignment; monitor future proxies and Form 4s for ownership/transactions.
• Pay-for-performance: Company’s incentive framework ties bonuses/equity to clinical, financing, and pipeline milestones—positive for value creation; but pre-commercial losses and TSR volatility mean equity-driven realized pay will be sensitive to clinical outcomes and capital markets .