Jakob Dupont

About Jakob Dupont

Jakob Dupont, M.D., age 60, is an independent Class III director of Pyxis Oncology, appointed in August 2023 with a term expiring at the 2027 annual meeting . He is Executive Partner at Sofinnova Investments and a seasoned oncology drug development executive, with prior senior roles at Atara Biotherapeutics, Gossamer Bio, Genentech, and OncoMed; his education includes an A.B. (Vassar), M.A. (NYU), and M.D. (Cornell) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Atara Biotherapeutics	Executive VP & Global Head of R&D	May 2020 – Dec 2023	Led global R&D
Gossamer Bio	Chief Medical Officer; Consultant Oncologist	Dec 2018 – May 2020 (CMO); May 2020 – Jul 2021 (Consultant)	Clinical development leadership
Genentech	VP, Global Head Breast & Gynecologic Cancer Development	Jan 2017 – Dec 2018	Portfolio leadership in oncology
OncoMed Pharmaceuticals	Chief Medical Officer & SVP	Oct 2011 – Dec 2016	CMO oversight
Apexigen (board)	Director	Aug 2020 – Aug 2023 (ended upon PYXS acquisition)	Board service

External Roles

Organization	Role	Tenure	Committees/Impact
Sofinnova Investments	Executive Partner	Current	Investment/biotech governance
Imugene	Director	Current	Board service
Avenzo	Director	Current	Board service
Bold Biotherapeutics	Director	Current	Board service

Board Governance

Independent status: The Board determined all directors except the CEO (Dr. Sullivan) are independent under Nasdaq rules; Dupont is independent .
Attendance: The Board met 8 times in 2024; each current director attended at least 75% of Board and applicable committee meetings; directors are encouraged to attend annual stockholder meetings .
Committees: PYXS maintains Audit, Compensation, Nominating & Corporate Governance, and Research & Development committees; Audit met 5 times, Compensation 5, Nominating 2, R&D 3 in 2024 .
Audit Committee membership: John Flavin (Chair), Thomas Civik, Michael Metzger (Dupont is not listed as a member) .
Governance policies: Prohibitions on hedging and pledging; Insider Trading Policy; Corporate Governance Guidelines; Nominating & Corporate Governance Committee oversees governance policies including Clawback Policy and Related Persons Transaction Policy .
Director consulting: PYXS engaged Dupont (and two other directors) for clinical development consulting at $750/hour, capped at $120,000 per year, approved by the Compensation Committee .

Fixed Compensation

Component (2024)	Amount ($)	Notes
Fees Earned or Paid in Cash	48,856	Director cash retainer and committee fees aggregate
All Other Compensation (Consulting)	119,625	Clinical development consulting fees
Total (Cash + Other)	168,481	Sum of cash fees and consulting

Director compensation framework (program-level):

Board Cash Retainer (non-employee) $40,000; Chair of Board additional $30,000; Committee member retainers: Audit $7,500; Compensation $7,500; Nominating $5,000; R&D $4,000; Committee chair retainers: Audit $15,000; Compensation $15,000; Nominating $10,000; R&D $8,000 .

Performance Compensation

Grant Type	Grant Date	Shares/Units	Grant-Date Fair Value ($)	Vesting
RSUs (Annual)	03/26/2024	38,741	148,378	Annual director RSUs vest in full on the first anniversary of grant, subject to service

Equity grant sizing moved in 2024 to percent of shares outstanding: sign-on at 0.12% and annual at 0.06% of common stock outstanding, to manage stock price volatility .
No director performance metrics disclosed tied to annual director equity grants .

Other Directorships & Interlocks

Company	Relationship to PYXS	Potential Interlocks/Conflicts
Imugene; Avenzo; Bold Biotherapeutics	Unrelated external biotech boards	No PYXS-related transactions disclosed with these entities in “Certain Relationships…”; PYXS policy requires Audit Committee review of related person transactions .

Expertise & Qualifications

Oncology drug development leadership at Genentech (breast & gynecologic), OncoMed (CMO), Gossamer Bio (CMO), Atara (Global Head R&D) .
Academic credentials: A.B. Philosophy (Vassar), M.A. Philosophy (NYU), M.D. (Cornell) .
Board believes Dupont’s oncology expertise qualifies him to serve .

Equity Ownership

Metric	Amount	Detail
Direct Shares Owned	38,741	PYXS common stock held directly
Options Exercisable within 60 Days	157,483	Included in beneficial ownership calculation
Beneficial Ownership %	<1%	Asterisk category indicates less than 1%
Unexercised Options (Total Outstanding)	419,124	Represents both exercisable and unexercisable
Unvested RSUs at 12/31/2024	38,741	From director grant

Company policy prohibits pledging or hedging of company securities by directors .
PYXS adopted a Non-Qualified Deferred Compensation Plan in May 2024 allowing non-employee directors to defer RSU settlement; no notional investment options currently available .

Governance Assessment

Strengths: Independent status; ≥75% meeting attendance; deep oncology R&D leadership; strong governance policies (no hedging/pledging; Clawback Policy oversight; structured committee system) .
Alignment: Holds direct shares and significant option exposure, plus annual RSUs consistent with director program; beneficial ownership <1% (typical for small-cap biotech boards) .
Red Flags and Monitoring Items:
- Paid consulting arrangement for a sitting director ($750/hour, capped at $120,000; $119,625 paid in 2024). While approved by the Compensation Committee, investors should monitor for potential independence or conflict-of-interest concerns when directors provide compensated services beyond Board duties .
- Committee assignments not fully enumerated in the proxy beyond Audit Committee (where Dupont is not a member). Lack of clarity on committee roles limits assessment of committee-specific influence and oversight contributions .
Overall: Dupont brings relevant oncology development expertise and maintains independence; the consulting engagement introduces a governance consideration but is transparently disclosed and capped, with committee approval and robust related-party oversight policy in place .