Exhibit 10.7


 


Olema
Pharmaceuticals, Inc.


 


Non-Employee
Director Compensation Policy




 


 


Each member of the
Board of Directors (the “Board”) of Olema Pharmaceuticals, Inc. (the “Company”)
who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”)
will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”).
An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date
cash is to be paid or equity awards are to be granted, as the case may be. This Policy shall be effective as of the date the registration
statement for the Company’s initial public offering of common stock is declared effective (the “Effective Date”)
and may be amended at any time in the sole discretion of the Board, or by the Compensation Committee of the Board at the recommendation
of the Board.


 


Annual Cash Compensation


 


The annual cash compensation
amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of
each fiscal quarter in which the service occurred. The first quarterly installment payable after the Effective Date to Eligible
Directors in office as of the Effective Date will be pro-rated for the partial quarter measured from the Effective Date to the
last day of the quarter. Further, if an Eligible Director joins the Board or a committee of the Board at a time other than effective
as of the first day of a fiscal quarter, his or her first quarterly installment will be pro-rated based on days served in the applicable
quarter. All annual cash fees are vested upon payment.


 


		1.	Annual Board Service Retainer:



a.       All
Eligible Directors: $40,000


b.       Non-executive
chairperson of the Board: $70,000 (inclusive of Annual Board Service Retainer)


 


	 	2.	Annual Committee Member (non-Chair) Service
    Retainer:




a.       Member
of the Audit Committee: $8,000


b.       Member
of the Compensation Committee: $6,000


c.       Member
of the Nominating and Corporate Governance Committee: $5,000


 


		3.	Annual Committee Chair Service Retainer (inclusive of Committee Member Service Retainer):



a.       Chairperson
of the Audit Committee: $16,000


b.       Chairperson
of the Compensation Committee: $12,000


c.       Chairperson
of the Nominating and Corporate Governance Committee: $10,000


 


The Company will also
reimburse each of the Eligible Directors for his or her travel expenses incurred in connection with his or her attendance at Board
and committee meetings. Such reimbursements shall be paid on the same date as the annual cash fees are paid.


 






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Equity Compensation


 


The equity
compensation set forth below will be granted under the Company’s 2020 Equity Incentive Plan, as the same may be amended
or restated from time to time (the “Plan”). Capitalized terms used below not otherwise defined in
this Policy shall have the meanings given to them in the Plan All stock options granted under this Policy will be
nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan)
of the underlying common stock on the date of grant, a term of 10 years from the date of grant (subject to earlier
termination in connection with a termination of service as provided in the Plan), and subject to all the terms, conditions
and limits set forth in the Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in this
Policy shall be subject to adjustment as provided in the Plan.


 


		1.	Initial Grant: For each Eligible Director who is first elected or appointed to the Board
following the Effective Date, on the date of such Eligible Director’s initial election or appointment to the Board (or, if
such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and
without further action by the Board or Compensation Committee of the Board, granted a stock option to purchase a number of shares
of the Company’s common stock equal to 21,520 shares of the Company’s common stock. The shares subject to each such
stock option will vest monthly over a three-year period, subject to the Eligible Director’s Continuous Service on each vesting
date, and will vest in full upon a Change in Control, subject to the Eligible Director’s Continuous Service through such
date. In addition, on the date of such Eligible Director’s initial election or appointment to the Board (or, if such date
is not a market trading day, the first market trading day thereafter), such Eligible Director shall automatically, and without
further action by the Board or Compensation Committee of the Board, be granted an additional stock option representing the Annual
Grant (as defined below) he or she would have received had he or she been elected to the Board at the prior annual meeting of stockholders,
pro-rated for the partial year of service. For example, if an Eligible Director is appointed to the Board on December 1, 2021,
and the Company’s last annual meeting were on June 1, 2021, the Eligible Director would receive an additional pro-rated grant
for 50% of the Annual Grant, with such pro-rated grant vesting upon the earlier of (a) the first anniversary of the date the Annual
Grants to non-employee directors were last made and (b) the next annual meeting of stockholders. Such additional option will vest
in full upon a Change in Control, subject to the Eligible Director’s Continuous Service through such date.



 


		2.	Annual Grant: On the first market trading day after each annual
                                                                                              stockholders meeting of the Company, each Eligible Director who continues to serve as a member of the Board through and
                                                                                              following such stockholders meeting will be automatically, and without further action by the Board or Compensation Committee
                                                                                              of the Board, granted a stock option to purchase 21,520 shares of the Company’s common stock (the “Annual
                                                                                              Grant”). The shares subject to each such stock option will vest monthly over a one-year period following the
                                                                                              grant date, and will vest in full on the date of the Company’s next annual stockholders meeting if such stock option is
                                                                                              not otherwise fully vested by such date, subject to the Eligible Director’s Continuous Service on each vesting date.
                                                                                              Such option will vest in full upon a Change in Control, subject to the Eligible Director’s Continuous Service through
                                                                                              such date.




 


Compensation Limits


 


Notwithstanding anything
to the contrary in this Policy, all compensation payable under this Policy will be subject to any limits on the maximum amount
of Eligible Director compensation set forth in the Plan, as in effect from time to time.


 


Adopted by the Board of Directors: November 10,
2020


 


Effective: [_], 2020


 






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