Freda Lewis-Hall
About Freda Lewis-Hall
Freda Lewis-Hall, M.D., is an independent Class II director of Pyxis Oncology, Inc. (PYXS), age 70, serving since September 2021 with her term expiring at the 2026 annual meeting; she holds a B.A. in Natural Sciences (Johns Hopkins University) and an M.D. (Howard University College of Medicine), and previously served as Pfizer’s Chief Medical Officer (2009–2018), Chief Patient Officer (2019–2020), and Senior Medical Advisor to the CEO (until retirement in March 2020). The Board cites her extensive life sciences leadership and senior biopharma executive experience as key credentials for service on the PYXS board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Chief Medical Officer and EVP (safe/effective use of medicines and vaccines) | 2009–2018 | Senior leadership shaping medical governance across global portfolio |
| Pfizer Inc. | Chief Patient Officer and EVP | Jan 2019–Jan 2020 | Amplified patient voice; expanded patient-facing education |
| Pfizer Inc. | Senior Medical Advisor to CEO | Until retirement Mar 2020 | Advised CEO on medical priorities and patient engagement |
| Vertex Pharmaceuticals, Inc. | Chief Medical Officer and EVP, Medicines Development | Jun 2008–May 2009 | Led development; senior medical executive |
| Bristol-Myers Squibb Co. | SVP, U.S. Pharmaceuticals, Medical Affairs | 2003–May 2008 | Led U.S. medical affairs |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| SpringWorks Therapeutics, Inc. | Director | Since Aug 2017 |
| Conduit Pharmaceuticals | Director | Since Sep 2023 |
| Exact Sciences Corporation | Director | Nov 2020–2024 |
| 1Life Healthcare, Inc. | Director | Nov 2019–2023 |
| Tenet Healthcare Corporation | Director | Dec 2014–May 2017 |
Board Governance
- Independence: The Board determined that, except the CEO, all directors and nominees (including Freda) are independent under SEC and Nasdaq rules.
- Attendance: In 2024, the Board held 8 meetings; each current director attended at least 75% of Board and committee meetings of which they were a member.
- Committee structure and 2024 activity: Audit (5 meetings), Compensation (5), Nominating & Corporate Governance (2), Research & Development (3). Audit members: John Flavin (Chair), Thomas Civik, Michael Metzger; Flavin designated audit committee financial expert.
- Historical committee membership: Freda was listed as a member of the Nominating & Corporate Governance Committee in prior PYXS proxies (2022 and 2023).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Updated from $30,000 in 2023 |
| Committee membership fee – Nominating & Governance | $5,000 | Updated from $4,000 in 2023 |
| Fees earned in cash (2024 – Lewis-Hall) | $45,000 | Reported in 2024 Director Compensation Table |
- No meeting fees disclosed; program relies on retainers and annual equity awards; independent consultant Pearl Meyer advised the director pay program update.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant – Lewis-Hall) | 03/26/2024 | 35,219 | 134,889 | Annual equity awards vest in full on first anniversary of grant date, subject to continued service |
| Stock options (2024 – Lewis-Hall) | — | — | — | No option award granted in 2024 for Lewis-Hall |
- Equity sizing framework: beginning 2024, annual director equity equals 0.06% of shares outstanding; sign-on grants equal 0.12%; implemented to balance price volatility.
- Non-Qualified Deferred Compensation Plan: available to non-employee directors to defer RSUs; currently no notional investment options other than Company stock accounts.
Other Directorships & Interlocks
| Entity | Relationship to PYXS | Potential Interlock/Conflict Consideration |
|---|---|---|
| Pfizer Inc. | Principal owner (11.4%); historical license agreements; no 2024–2023 expenses under A&R License Agreement | Freda’s prior Pfizer senior roles create perceived affiliation, but Board affirmed her independence; related-party transactions with Pfizer are reviewed under Audit Committee policy. |
| SpringWorks Therapeutics, Conduit Pharmaceuticals | No PYXS related-party disclosures | Current director roles noted; no PYXS related-party transactions disclosed involving these entities. |
Expertise & Qualifications
- The Board highlights her extensive life sciences industry expertise and senior executive leadership as reasons for service on the PYXS Board.
Equity Ownership
| Holder | Shares Held Directly | Options Exercisable within 60 Days | RSUs Unvested | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Freda Lewis-Hall, M.D. | 241,405 | 57,916 | 35,219 | 299,321 | <1% (*) |
- Company policy prohibits hedging and pledging of Company securities by officers, directors, and employees.
Governance Assessment
- Independence and attendance: Independent status affirmed; attendance at least 75% of Board/committee meetings, signaling basic engagement expectations met.
- Committee work: Historical Nominating & Governance Committee membership fits her governance/medical leadership profile; Audit Committee membership excludes her, aligning with financial expert designation elsewhere.
- Compensation alignment: Cash retainer + modest committee fee and time-vesting RSUs sized as % of shares outstanding; program move to percentage-of-outstanding improves predictability and alignment amidst price volatility.
- Ownership alignment: Direct holdings plus options and unvested RSUs provide skin-in-the-game; hedging/pledging prohibited, reducing misalignment risk.
- Potential conflicts: Historical Pfizer leadership alongside Pfizer’s principal ownership and licensing history represents an affiliation perception; mitigated by Board independence determination and formal related-party review policy with no 2024–2023 expenses under the A&R License Agreement.
RED FLAGS to monitor:
- Perceived interlock with Pfizer due to prior executive roles and Pfizer’s shareholder/licensor status; continue monitoring for any new related-party transactions or committee changes affecting independence optics.
Appendix: Meeting Results (2025 Annual Meeting)
- Election of Class I directors (Palani, Cline, Humphrey) approved; auditor ratification (EY) approved; meeting held June 18, 2025 with quorum established (43,996,450 shares present).
