OLEMA PHARMACEUTICALS INC (OLMA)

Sector: Health Care

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2026 Annual Meeting Analysis

OLEMA PHARMACEUTICALS INC · Meeting: June 17, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

4

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

4 FOR
✓ FOR
Sean Bohen, M.D., Ph.D.

Bohen has served since 2020 and OLMA's 3-year stock return of +246.6% outperforms the peer group median by +224.2 percentage points, far exceeding the 65-point threshold required to trigger a negative vote, and no overboarding, attendance, or independence concerns apply.

✓ FOR
Scott Garland

Garland joined in October 2023, which is within the 24-month new-director exemption window relative to the 2026 annual meeting, so the TSR trigger does not apply, and he brings relevant biopharmaceutical executive and board experience with no overboarding or attendance concerns flagged.

✓ FOR
Yi Larson

Larson has served since April 2021 and OLMA's 3-year stock return far exceeds the peer group median, so the TSR trigger does not apply, and she brings strong capital markets, healthcare banking, and CFO experience with no overboarding or attendance concerns.

✓ FOR
Andrew Rappaport

Rappaport has served since 2013 and OLMA's exceptional 3-year outperformance versus peers (+224.2 percentage points above the peer median) means the TSR trigger does not apply, and he brings investment and long-tenured board experience with no overboarding or attendance concerns flagged.

All four Class III director nominees receive a FOR vote. OLMA's 3-year stock return of +246.6% outperforms the company-disclosed peer group median by +224.2 percentage points, well above the 65-point threshold required to trigger a negative vote for strong positive absolute TSR. Scott Garland joined in October 2023 and falls within the 24-month new-director exemption. No overboarding, attendance below 75%, or independence concerns were identified for any nominee.

Say on Pay

✓ FOR

CEO

Sean Bohen, M.D., Ph.D.

Total Comp

$3,178,990

Prior Support

95%%

CEO Sean Bohen received total compensation of approximately $3.18 million in 2025, which is reasonable for a biotech CEO at a $1.2 billion company and is well within expected benchmarks for the title, sector, and market cap band. The pay structure is appropriately weighted toward variable compensation — salary of $699,920 represents about 22% of total pay, with the remainder in performance-based bonus and stock options that vest over time, satisfying the policy requirement that fixed pay not exceed 40% of total compensation. The company received over 95% shareholder support on Say on Pay at the 2025 annual meeting, reflecting broad shareholder endorsement, and OLMA's stock has dramatically outperformed both its peers and the XBI — SPDR S&P Biotech ETF benchmark over the past three years, confirming that incentive pay is well-aligned with shareholder outcomes. The company also has a compliant clawback policy in place per Nasdaq Listing Standard 5608.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

6 yrs

Audit Fees

$621,000

Non-Audit Fees

$314,794

Ernst & Young has audited Olema since 2020, giving it approximately 6 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax services of $314,794) represent about 51% of audit fees ($621,000), which is just above the 50% threshold; however, this is driven entirely by routine tax compliance and R&D tax incentive work with no consulting or advisory overlap, and the company is a $1.2B market cap biotech appropriately served by a Big 4 firm. On balance, the ratio is at the margin and the nature of the fees does not indicate a compromised independence relationship, so a FOR vote is appropriate.

Overall Assessment

Olema Pharmaceuticals' 2026 annual meeting presents a clean ballot with three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The company's exceptional stock performance (+246.6% over three years, outperforming the XBI — SPDR S&P Biotech ETF and the company's own peer group by wide margins) supports the board and compensation program, while auditor fees and CEO pay levels are within acceptable ranges.

Filing date: April 29, 2026·Policy v1.2·high confidence

Compensation Peer Group

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