Pamela Connealy
About Pamela Ann Connealy
Independent director at Orchestra BioMed (OBIO) since January 2023; Audit Committee Chair and “audit committee financial expert.” Age 63 as of the 2025 record date. Currently CFO and COO of Pyxis Oncology (Nasdaq: PYXS); prior senior roles at Immunovant, Kiva Microfunds, Bill & Melinda Gates Foundation, Salesforce, and Genentech. Holds an MBA in finance (University of St. Thomas) and a B.S. in chemistry (Gannon University). Tenure at OBIO: director since January 2023; previously director of Legacy Orchestra since February 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunovant, Inc. | Chief Financial Officer and Chief Human Resources Officer | Nov 2019 – Sep 2021 | Led finance, IR, and HR |
| Kiva Microfunds | CFO, COO, CHRO | Aug 2018 – Nov 2019 | Oversaw finance/operations at nonprofit lender |
| Bill & Melinda Gates Foundation | Global Head of Talent | Apr 2015 – Jun 2018 | Led talent, compensation, benefits, mobility |
| Salesforce.com Inc. | VP, Business Operations | Mar 2012 – Nov 2013 | Business operations leadership |
| Genentech, Inc. | VP & Corporate Officer; CFO of R&D; Head of Global Procurement; other global ops roles | Mar 2002 – Apr 2010 | Finance and global operating roles in biotech |
| Legacy Orchestra (pre‑merger) | Director | Feb 2020 – Jan 2023 | Board service prior to OBIO business combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pyxis Oncology (PYXS) | Chief Financial Officer & Chief Operating Officer | Jul 2021 – Present | Current full-time executive role |
| Perfuse Therapeutics | Advisor | Oct 2019 – Present | Ophthalmic diseases focus (early-stage) |
| Healthcare Business Women Association | Member | 2002 – Present | Professional association membership |
Board Governance
- Independence: Board determined Ms. Connealy is “independent” under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert” by the Board .
- Nominating & Corporate Governance Committee: Member .
- Attendance and engagement:
- 2024 Board activity: 7 Board meetings; each director attended at least 75% of Board and applicable committee meetings .
- Committee activity (2024): Audit (5 meetings, 1 written consent), Compensation (5 meetings, 7 written consents), Nominating & Corporate Governance (2 meetings, 4 written consents) .
- Leadership/structure: CEO serves as Board Chair; Lead Independent Director (Dr. Eric S. Fain) in place; independent directors meet in executive session after each regular Board meeting .
Fixed Compensation
- Non-employee director policy (in effect at proxy date):
- Annual cash retainers: Board member $45,000; Audit Chair $20,000; Nominating & Corporate Governance member $5,000; other committee fees as disclosed .
- Equity: At each annual meeting, NSO grant with $85,000 grant-date fair value plus RSUs with $40,000 grant-date fair value; time-based vesting to the next annual meeting or one year; full vest on death, disability, or change in control .
- 2024 actual compensation (as reported):
| Component (2024) | Amount (USD) |
|---|---|
| Cash fees | $65,000 |
| Option awards (grant-date fair value) | $84,999 |
| Stock awards (grant-date fair value) | $39,997 |
| Total | $189,996 |
| Cash fee detail | Board $45,000 + Audit Chair $20,000 |
Performance Compensation
- Directors receive time-based equity (NSOs and RSUs) without disclosed performance metrics; annual director awards vest on the earlier of one year from grant or next annual meeting; appointment awards vest in three equal annual installments; all vest fully upon death, disability, or change in control .
- No performance metric table is applicable/disclosed for non-employee director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | No other public company directorships disclosed beyond OBIO . |
| Prior public company boards | Not disclosed . |
| Notable external executive role | CFO/COO at Pyxis Oncology (PYXS) . |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and “audit committee financial expert”; extensive CFO/COO background in life sciences; deep experience in finance, operations, HR, IR, and procurement .
- Industry experience: Senior roles at Genentech, Immunovant, Pyxis Oncology; broad exposure across biotech and healthcare .
- Education: MBA (Finance) – University of St. Thomas; B.S. (Chemistry) – Gannon University .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 15,913 shares |
| Options exercisable within 60 days | 74,480 shares |
| RSUs settling within 60 days | 5,376 shares |
| Total beneficial ownership | 95,769 shares |
| % of shares outstanding | Less than 1% (“*” in proxy table) |
| Shares pledged as collateral | Not disclosed in proxy; anti-hedging policy prohibits short sales company-wide . |
Note: As of 12/31/2024, outstanding director equity reported included options covering 76,418 shares and 5,376 RSUs for Ms. Connealy; option/RSU vesting follows plan terms (see footnotes for schedules) .
Governance Assessment
- Positives
- Independent director; Audit Committee Chair; designated audit committee financial expert, supporting robust financial oversight .
- Committee workload and activity appear substantive (Audit met 5x; other committees active), indicating engaged governance processes .
- Attendance met or exceeded 75% threshold in 2024 .
- Director pay structure combines cash with equity that vests over time, aligning with shareholder interests; clear fee schedule and equity policy disclosed .
- Company maintains an anti-hedging/insider trading policy (prohibits short sales; trading windows/preclearance) .
- Potential Risks/Considerations
- Board chair/CEO roles are combined; mitigated by presence of a Lead Independent Director and independent committee structure .
- Time commitment: Ms. Connealy holds a full-time executive role (CFO/COO) at Pyxis Oncology, which may increase scheduling demands (no attendance shortfall disclosed) .
- No director stock ownership guidelines disclosed in the proxy; beneficial ownership is <1% for Ms. Connealy .
- Related-party transactions disclosed involve major shareholders/partners (e.g., Medtronic) but none are identified as involving Ms. Connealy .
No related-party transactions involving Ms. Connealy are disclosed in the “Certain Relationships and Related Party Transactions” section; the Medtronic collaboration and historical financings are detailed without listing her as a related party .
Notes on Say‑on‑Pay and Compensation Committee Practices
- OBIO is an emerging growth company and smaller reporting company; it is exempt from holding a say‑on‑pay vote at this time .
- Compensation Committee retained FW Cook on Oct 3, 2024, and determined no consultant conflicts of interest under SEC/Nasdaq factors .