Pyxis Oncology, Inc.
For the period ended Apr 29, 2025. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Apr 29, 2025
Contents
DIRECTOR COMPENSATION
The Board engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to provide advice on non-employee director compensation. Based on such review, the Board approved the non-employee director compensation program set forth below for 2024, which was updated from the non-employee director compensation program for 2023 as described below.
| Board Position | Annual Compensation | |
|---|---|---|
| Board of Directors | ||
| Board Cash Retainer – Non-Employee Directors | $ | 40,000 (increased from 30,000) |
| Additional Chair of the Board Cash Retainer | $ | 30,000 |
| Committee Member Cash Retainers | ||
| Audit Committee | $ | 7,500 |
| Compensation Committee | $ | 7,500 (increased from 5,000) |
| Nominating and Governance Committee | $ | 5,000 (increased from 4,000) |
| Research and Development Committee | $ | 4,000 |
| Additional Committee Chair Cash Retainers | ||
| Audit Committee | $ | 15,000 |
| Compensation Committee | $ | 15,000 (increased from 10,000) |
| Nominating and Governance Committee | $ | 10,000 (increased from 8,000) |
| Research and Development Committee | $ | 8,000 (increased from 5,000) |
In addition, our non-employee directors are eligible to receive an annual equity award and an equity award at the time the director joins the Board (sign-on equity award). Prior to 2024, our practice was to grant annual equity awards and sign-on equity awards to directors based on fixed dollar amounts. Based on the recommendation of Pearl Meyer and considering the volatility in our stock price, beginning in 2024, the Compensation Committee determined that the number of shares that would be subject to the sign-on equity awards and annual equity awards would be equal to 0.12% and 0.06% of the Company’s common stock outstanding, respectively.
The vesting schedules for the non-employee director equity awards are as follows;
The annual equity award will vest in full on the first anniversary of the grant date, subject to the director’s continued service through the applicable vesting date; and
The sign-on equity award vest in three equal installments beginning on the first anniversary of the vest commencement date, subject to the director’s continued service through the applicable vesting date.
Additionally, we entered into consulting arrangements with Dr. Dupont, Dr. Humphrey and Dr. Palani to leverage their expertise in clinical development and medical monitoring of our clinical trials. The consulting arrangements were approved by the Compensation Committee and provides for an hourly fee of $750, subject to an overall limitation on fees equal to $120,000 per year. We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on the Board.
2024 Director Compensation Table
The following table sets forth information for the fiscal year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to each of our non-employee directors serving during 2024. Dr. Sullivan also serves as a member of the Board, but does not receive any additional compensation for her service on the Board. Please see the “2024 Summary Compensation Table” within “Executive Compensation” for a summary of the compensation Dr. Sullivan received for her service as our President and Chief Executive Officer during 2024.
| Name | Fees Earned or Paid in Cash | Stock Awards (1)(2) | Option Awards (1)(3) | All Other Compensation (4) | Total |
|---|---|---|---|---|---|
| John Flavin | $95,817 | $134,889 | — | — | $230,706 |
| Thomas Civik | $57,452 | — | $132,081 | — | $189,533 |
| Darren Cline | $58,317 | $134,889 | — | — | $193,206 |
| Jakob Dupont, M.D. | $48,856 | $148,378 | — | $119,625 | $316,859 |
| Freda Lewis-Hall, M.D. | $45,000 | $134,889 | — | — | $179,889 |
| Rachel Humphrey, M.D. | $59,212 | $148,378 | — | $115,688 | $323,278 |
| Santhosh Palani, Ph.D., CFA (5) | $44,746 | $22,800 | $320,338 | $105,750 | $493,634 |
| Michael A. Metzger (6) | $30,708 | $— | $226,949 | — | $257,657 |
| (1) | The following table summarizes the equity awards granted to our non-employee directors for their service on the Board during 2024 and the grant date fair values of such equity awards: |
| Name | Grant Date | Number of Shares Underlying Option Award Grants (#) | Number of Stock Award Grants (#) | Grant Date Fair Value of Option Award Grants ($) | Grant Date Fair Value of Stock Award Grants ($) |
|---|---|---|---|---|---|
| John Flavin | 03/26/2024 | — | 35,219 | — | $134,889 |
| Thomas Civik | 03/26/2024 | 44,024 | — | $132,081 | — |
| Darren Cline | 03/26/2024 | — | 35,219 | — | $134,889 |
| Jakob Dupont, M.D. | 03/26/2024 | — | 38,741 | — | $148,378 |
| Freda Lewis-Hall, M.D. | 03/26/2024 | — | 35,219 | — | $134,889 |
| Rachel Humphrey, M.D. | 03/26/2024 | — | 38,741 | — | $148,378 |
| Santhosh Palani, Ph.D., CFA | 03/12/2024 | 69,760 | — | $320,338 | — |
| Santhosh Palani, Ph.D., CFA | 06/07/2024 | — | 6,000 | — | $22,800 |
| Michael A. Metzger | 06/10/2024 | 70,683 | — | $226,949 | — |
| (2) | The amounts reported in this column reflect the aggregate grant date fair values of the restricted stock units (“RSUs”) granted for the fiscal year ended December 31, 2024, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, calculated based on the number of shares of RSUs granted multiplied by the quoted closing market price of our common stock on the date of grant. These amounts do not reflect the actual economic value that may be realized by the non-employee director. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on the Board. |
| (3) | The amounts reported in this column reflect the aggregate grant date fair values of the stock options granted for the fiscal year ended December 31, 2024, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 16 – “Stock-Based Compensation” within our Notes to Financial Statements included in Part II, Item 8 within our Annual Report on Form 10-K for the year ended December 31, 2024. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on the Board. |
| (4) | The amounts reported in this column reflect fees paid to Dr. Dupont, Dr. Humphrey and Dr. Palani for providing consulting services to the Company related to clinical development and medical monitoring of clinical trials for micvotabart pelidotin, formerly known as PYX-201 and PYX-106. |
| (5) | Dr. Palani was appointed to the Board effective March 12, 2024. |
| (6) | Mr. Metzger was appointed to the Board effective June 10, 2024. |
Director Outstanding Equity Awards at Fiscal Year-End 2024
The following table summarizes the equity awards that were outstanding as of December 31, 2024 for each of our non-employee directors serving during 2024:
| Name | Number of Shares Underlying Unexercised Options (#)(a) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
|---|---|---|
| John Flavin | 57,916 | 35,219 |
| Thomas Civik | 101,940 | — |
| Darren Cline | 57,916 | 35,219 |
| Jakob Dupont, M.D. | 419,124 | 38,741 |
| Freda Lewis-Hall, M.D. | 57,916 | 35,219 |
| Santhosh Palani Ph.D., CFA. | 69,760 | 6,000 |
| Rachel Humphrey, M.D. | 236,220 | 38,741 |
| Michael A. Metzger | 70,683 | — |
| (a) | Unexercised option awards represent both exercisable and unexercisable awards. |
|---|
EXECUTIVE OFFICERS
Our executive officers serve at the discretion of our Board. There are no arrangements or understandings between any of our executive officers and any other person pursuant to which he or she is or was to be selected as an officer. The following table sets forth the name and age of each executive officer.
| Name | Age | Title |
|---|---|---|
| Lara Sullivan, M.D. | 52 | Director, President, Chief Executive Officer and Chief Medical Officer |
| Pamela Connealy | 63 | Chief Financial Officer and Chief Operating Officer |
The following is a biographical summary of the experience of our executive officers:
Lara Sullivan, M.D. As Dr. Sullivan also serves on the Board, please see “Board of Directors” above for the biographical information about Dr. Sullivan, our President, Chief Executive Officer, and Chief Medical Officer.
Pamela Connealy. Ms. Connealy has served as our Chief Financial Officer since July 2021 and as our Chief Financial Officer and Chief Operating Officer since March 2023. Ms. Connealy currently serves as a member of the board of directors and Chairman of the audit committee of Orchestra BioMed, Inc., a biotechnology company. From November 2019 to July 2021, Ms. Connealy served as Chief Financial Officer and Chief Human Resources Officer at Immunovant, Inc., a biotechnology company. From August 2018 to November 2019, Ms. Connealy served as the Chief Financial Officer, Chief Operating Officer and Chief Human Resources Officer of Kiva, a San Francisco based nonprofit organization. From April 2014 to June 2018, Ms. Connealy served as Global Head of Talent at the Bill & Melinda Gates Foundation, focusing on talent management, compensation, benefits, and global mobility. From March 2012 to November 2013, she served as Vice President of Business Operations at Salesforce, a software company, and from March 2002 to April 2010, Ms. Connealy served as a Vice President and Corporate Officer at Genentech, a biotechnology company, with roles including Chief Financial Officer of Research and Development, Global Head of Procurement and other Commercial and Technology roles.
Ms. Connealy earned a B.S. in Chemistry from Gannon University and an M.B.A. in Finance from the University of St. Thomas in Houston, Texas.
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