Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2021, Frank McCormick Ph.D., F.R.S., D.Sc. (Hon), a director of Olema Pharmaceuticals, Inc. (the “Company”), notified the Company of his decision to resign as a member of the Company’s Board of Directors (the “Board”), which resignation became effective immediately. Dr. McCormick’s resignation was not the result of any disagreement or dispute with the Company. In connection with Dr. McCormick’s resignation, Dr. McCormick and the Company entered into a consulting agreement, dated April 5, 2021, pursuant to which Dr. McCormick will provide advisory services on scientific matters to the Company.
On April 5, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board appointed Yi Larson to the Board as a Class III director to fill the vacancy left by Dr. McCormick’s resignation, which appointment became effective immediately. Ms. Larson’s term will expire, along with the terms of the other Class III directors, at the Company’s annual meeting of stockholders in 2023. The Board also appointed Ms. Larson to serve as a member of the Nominating Committee.
There are no arrangements or understandings between Ms. Larson and any other persons pursuant to which she was selected as a director. The Board has determined that Ms. Larson qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Ms. Larson that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment to the Board and pursuant to the Company’s non-employee director compensation policy as currently in effect, Ms. Larson received initial equity awards as follows: (x) a nonstatutory stock option to purchase 21,520 shares of the Company’s common stock (the “Initial Grant”) and (y) a nonstatutory stock option to purchase 3,773 shares of the Company’s common stock (the “Partial Year Grant”). The Initial Grant will vest in a series of 36 successive equal monthly installments over the three-year period measured from the date of grant, subject to Ms. Larson’s continuous service through each applicable vesting date. The Partial Year Grant will vest in full on the date of the Company’s 2021 annual meeting of stockholders, subject to Ms. Larson’s continuous service through such date. Each grant is subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and its related agreements.
Pursuant to the Company’s non-employee director compensation policy, Ms. Larson will also be entitled to receive an annual cash retainer of $40,000, additional annual cash retainers for service on a Board committee (including $5,000 for service on the Nominating Committee), and an annual equity award of a nonstatutory stock option to purchase 21,520 shares of the Company’s common stock.
The Company has also entered into its standard form of indemnification agreement with Ms. Larson.
