Darren Cline
About Darren Cline
Independent director of Pyxis Oncology (PYXS), age 60, serving since September 2021; Class I director up for re‑election at the June 18, 2025 annual meeting, to serve through 2028 if elected . Background includes senior commercial leadership across biotech, notably EVP, Commercial at Seattle Genetics/Seagen (Adcetris launch), U.S. Chief Commercial Officer at Greenwich Bioscience (GW Pharma), and CEO of Epygenix Therapeutics; education: B.A. from San Diego State University and MBA from Pepperdine University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epygenix Therapeutics | President & CEO | Mar 2022 – Mar 2023 | Led biopharma operations |
| Greenwich Bioscience (GW Pharma US) | U.S. Chief Commercial Officer; Executive Committee member | Apr 2019 – Dec 2021 | U.S. commercial leadership pre-acquisition by Jazz |
| Seattle Genetics (Seagen) | EVP, Commercial | Oct 2010 – Mar 2019 | Built commercial org for Adcetris launch; drove continued growth |
| Alexion Pharmaceuticals | Commercial leadership | Oct 2006 – Oct 2009 | Part of initial leadership for Soliris launch |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Pliant Therapeutics | Director (current) | — | Current public company directorship |
| Impel Pharmaceuticals | Director (prior) | — | Former public company directorship |
Board Governance
- Independence: The Board determined all non-management directors, including Cline, are independent under Nasdaq rules; only the CEO is non‑independent .
- Board structure: Nine directors across three staggered classes; Chair of the Board is John Flavin (non‑executive) .
- Committees and attendance:
- 2024 meetings: Board (8); Audit (5); Compensation (5); Nominating & Governance (2); Research & Development (3). Each director attended ≥75% of Board and committee meetings of which they were members .
- Audit Committee membership: 2024 members were Flavin (Chair), Civik, Cline ; as of 2025, members are Flavin (Chair), Civik, Metzger (Cline no longer listed) .
- 2025 nomination: Board unanimously recommended “FOR” election of Cline as a Class I director (alongside Palani and Humphrey) .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Board cash retainer (policy, 2024) | $40,000 | Increased from $30,000 in 2023 |
| Chair of Board retainer (policy, 2024) | $30,000 | Policy amount |
| Committee member retainers (policy, 2024) | Audit $7,500; Compensation $7,500; Nominating $5,000; R&D $4,000 | Comp and Nominating increased vs 2023; R&D reduced vs 2023 |
| Committee chair retainers (policy, 2024) | Audit $15,000; Compensation $15,000; Nominating $10,000; R&D $8,000 | Policy amounts |
| Director | Year | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|---|
| Darren Cline | 2024 | $58,317 | $134,889 | — | $193,206 |
| Darren Cline | 2023 | $49,500 | $307,975 | — | $357,475 |
Performance Compensation
| Grant Date | Instrument | Shares (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Mar 26, 2024 | RSUs | 35,219 | $134,889 | Annual director RSUs vest 100% on first anniversary (service-based) |
| Mar 24, 2023 | RSUs | 139,355 | $307,975 | Annual director RSUs vest 100% on first anniversary (service-based) |
- No director performance metrics (TSR, revenue, EBITDA, ESG) disclosed for director equity; grants are time‑based per policy .
Other Directorships & Interlocks
| Company | Relationship to PYXS | Potential Interlock |
|---|---|---|
| Pliant Therapeutics | External public board; no PYXS transactional disclosure involving Pliant | None disclosed |
| Impel Pharmaceuticals | Former external public board | None disclosed |
Expertise & Qualifications
- Deep commercial leadership in oncology and rare disease; led go‑to‑market for Adcetris (Seagen) and contributed to Soliris launch (Alexion) .
- Board and C‑suite experience across biopharma growth and commercialization .
- Education: B.A. San Diego State University; MBA Pepperdine University .
Equity Ownership
| As of | Total Beneficial Ownership | % Outstanding | Breakdown |
|---|---|---|---|
| Apr 21, 2025 (record date) | 309,321 shares | <1% | 251,405 shares held directly ; 57,916 options exercisable within 60 days |
| Outstanding Awards (Dec 31, 2024) | Unexercised Options (#) | Unvested RSUs (#) |
|---|---|---|
| Darren Cline | 57,916 | 35,219 |
- Hedging and pledging of company securities are prohibited for directors under Pyxis policy (alignment positive) .
Governance Assessment
- Independence and engagement: Independent status with ≥75% attendance and prior Audit Committee service indicate baseline governance engagement; rotation off Audit in 2025 suggests refreshing committee composition .
- Compensation alignment: Director pay is standard for small-cap biotech; mix remains largely service‑based equity and cash retainers; no performance‑contingent metrics in director equity (neutral) .
- Ownership: Direct and option positions but <1% of shares outstanding; unvested RSUs provide continued alignment; no pledging allowed (positive) .
- Conflicts/related parties: No Darren Cline‑specific related‑party or consulting arrangements disclosed; separate consulting exists for other directors, but not Cline (neutral) .
- Shareholder signals: Board recommended “FOR” his 2025 re‑election; 2024 meeting showed quorum and strong auditor ratification—general governance functionality (context) .
RED FLAGS: None disclosed specific to Cline (no related‑party transactions, no hedging/pledging, no attendance shortfalls reported). Monitor future committee roles and any external engagements that may evolve .
