Teri Loxam
About Teri Loxam
Independent Class I director of Vaxcyte (PCVX) since September 2021; age 53. Currently serves as Chief Financial Officer of Compass Pathways plc (since March 2024) and is a director at Cardiol Therapeutics Inc. (since May 2022). Education: MBA, UC Irvine (Paul Merage School of Business); B.Sc., University of Victoria. Selected for the PCVX board for life sciences, investor relations, and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gameto (private biotech) | Chief Financial Officer | Apr 2023 – Oct 2023 | Not disclosed |
| Kira Pharmaceuticals (private biotech) | CFO & COO | Nov 2021 – Mar 2023 | Not disclosed |
| SQZ Biotechnologies (public biotech) | Chief Financial Officer | Sep 2019 – Nov 2021 | Not disclosed |
| Merck & Co., Inc. | SVP Investor Relations & Global Communications | Aug 2015 – Aug 2019 | Not disclosed |
| IMAX | VP Investor Relations | Jul 2012 – Aug 2015 | Not disclosed |
| Bristol-Myers Squibb | Strategy, Treasury, IR roles | Jun 2001 – Jul 2012 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Pathways plc | Chief Financial Officer | Mar 2024 – present | Not disclosed |
| Cardiol Therapeutics Inc. | Director | May 2022 – present | Not disclosed |
Board Governance
- Independence: Board determined Loxam is independent under Nasdaq standards; also independent on all committees where she serves .
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert” by the board. Audit Committee members include Loxam (Chair), Halley Gilbert, and Jacks Lee .
- Attendance and engagement: Board met 10 times in 2024; Audit Committee met 4 times. Each current director attended at least 75% of aggregate meetings of the board and committees on which they served. Company policy encourages director attendance at the annual meeting; all but two directors attended the 2024 virtual annual meeting .
- Stock ownership guidelines: Non-employee directors required to hold a number of shares equal to 4x annual cash retainer; phase-in period is five years. As of Dec 31, 2024, all directors were compliant or within phase-in .
- Insider trading policy: Prohibits pledging and hedging of company stock; margin purchases and short sales are prohibited, with limited exceptions subject to approval and legal compliance .
- Related party transactions governance: Audit Committee reviews related-person transactions under a board-adopted policy; indemnification agreements in place for directors/officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (2024) | $67,500 | Actual fees paid/earned in 2024 |
| Annual Board Cash Retainer | $50,000 | Effective Apr 1, 2024 (increased from $40,000 earlier in 2024) |
| Audit Committee Chair Retainer | $20,000 | Annual cash retainer for chair role |
| Audit Committee Member Retainer | $10,000 | Annual cash retainer (members) |
| Reimbursement | Ordinary travel expenses | Policy applies to non-employee directors |
Performance Compensation
| Component | Grant Mechanics | 2024 Actual Values/Counts | Vesting / Performance |
|---|---|---|---|
| Annual Grant (equity) | $450,000 equiv. value; 75% options, 25% RSUs | Stock awards fair value $112,391; option awards fair value $330,130; total director comp $510,021 | Options vest monthly and fully vest by ~1 year; RSUs fully vest by ~1 year; both accelerate on change-in-control |
| Outstanding Awards (12/31/2024) | — | 1,550 stock awards; 64,750 options outstanding | As of 12/31/2024 |
| Option strike policy | At least 100% of fair market value on grant date | Company-wide equity policy | Grant timing post-earnings to align value with shareholder experience |
Note: PCVX does not disclose director-specific performance metrics (e.g., TSR hurdles) for annual director equity; performance-conditioned awards described in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship to PCVX | Potential Interlock/Conflict |
|---|---|---|
| Cardiol Therapeutics Inc. (director) | Separate life sciences firm | No PCVX related-party transactions disclosed involving Loxam |
| Compass Pathways plc (CFO) | Separate biotech | No PCVX related-party transactions disclosed involving Loxam |
Expertise & Qualifications
- Designated audit committee financial expert; finance/capital markets, stakeholder/investor relations, risk management, strategic planning experience reflected in board skills matrix .
- Education: MBA (UC Irvine), B.Sc. (University of Victoria) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Acquirable Within 60 Days |
|---|---|---|---|
| Teri Loxam | 63,520 | <1% (starred in proxy) | 57,895 |
- Shares outstanding basis: 128,939,412 common shares as of March 31, 2025 .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging PCVX shares under insider trading policy .
- Ownership guideline compliance: All directors compliant or within phase-in as of Dec 31, 2024 .
Insider Trades (Form 4 – recent)
Notes: Person=“Loxam Teri” (director). Table aggregates selected grants/exercises/sales; see SEC links for complete details and additional line items [Form 4 URLs above].
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SEC-designated financial expert; adequate attendance (≥75%); ownership guidelines in place and compliance/phase-in; anti-pledging/hedging protections; structured director equity with standard vesting and change-in-control provisions .
- Director pay mix & alignment: 2024 director pay was predominantly equity-based ($112,391 stock awards; $330,130 option awards vs $67,500 cash fees), aligning incentives with long-term shareholder value .
- Shareholder signals: 2024 say-on-pay support was strong (92%), indicating broad investor approval of compensation governance (executive program context) .
- Conflicts/Related party exposure: No related-party transactions disclosed involving Loxam; board maintains a formal related-party review process via Audit Committee .
- RED FLAGS to monitor: Multiple external commitments (CFO role at Compass Pathways plus Cardiol directorship) raise time-allocation considerations; observed periodic option exercises and sales in 2024–2025 are typical for diversification/liquidity but warrant ongoing monitoring for plan adherence and 10b5‑1 usage (not disclosed here) [Form 4 URLs above].