John Flavin
About John Flavin
John Flavin (age 56) is co‑founder and founding Chair of the Board at Pyxis Oncology (PYXS). He has served as Chair since the IPO and as a Class III director with a term expiring at the 2027 annual meeting; he is independent under Nasdaq rules and designated as the Board’s audit committee financial expert . Flavin holds a B.S. in Business Administration from Marquette University and an M.B.A. in Finance from Lewis University, with 20+ years of finance, operations, and innovation experience across life sciences companies and incubators .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endotronix, Inc. | Chief Financial Officer | Apr 2018 – Feb 2020 | Led finance at a medical equipment manufacturer |
| University of Chicago – Polsky Center | Head of Entrepreneurship & Innovation | Sep 2013 – Apr 2018 | Led innovation programs; incubator leadership |
| Advanced Life Sciences | Co‑founder; President/CFO | Not disclosed | Co‑founded and scaled life sciences company |
| MediChem Life Sciences | Co‑founder; President/CFO | Not disclosed | Co‑founded and scaled life sciences company |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Portal Innovations | Venture development (life sciences) | Founder & CEO | Since Feb 2020 |
| ClostraBio Inc. | Private biotech | Executive Chairman | Not disclosed |
| Grove BioPharma Inc. | Private biotech | Board Member | Not disclosed |
| Rice University Biotech Launchpad | Academic | Advisor | Not disclosed |
| Argonne National Laboratory | National lab | Advisor | Not disclosed |
| Flavin Ventures LLC | Investment | Managing Director | Not disclosed |
No current public company directorships disclosed for Flavin in PYXS materials .
Board Governance
- Roles: Chair of the Board; Chair of the Audit Committee (since May 2019) .
- Independence: Board determined all directors except the CEO are independent; Flavin is independent per Nasdaq Rule 5605 .
- Audit Committee: Members are Flavin (Chair), Thomas Civik, and Michael Metzger; Flavin is the audit committee financial expert .
- Attendance: Board held 8 meetings in 2024; each current director attended ≥75% of Board and committee meetings of which they were a member .
- Committee meeting frequency (2024): Audit (5), Compensation (5), Nominating & Governance (2), Research & Development (3) .
- Leadership structure: Board separates Chair and CEO roles; Flavin serves as non‑executive Chair; CEO is Lara Sullivan, M.D. .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $95,817 | $134,889 | — | $230,706 |
| 2023 | $87,500 | $307,975 | — | $395,475 |
- 2024 RSU grant: 35,219 RSUs, grant date 03/26/2024, grant date fair value $134,889; annual director RSUs vest in full on first anniversary of grant .
- Director pay program changes (2024 vs 2023): Board cash retainer raised to $40,000 (from $30,000); committee chair/member retainers increased; annual/sign‑on equity awards sized as a % of shares outstanding (0.06% annual; 0.12% sign‑on) to address stock price volatility .
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director compensation | None disclosed; non‑employee director equity awards are time‑based (annual RSUs vest after 1 year; sign‑on RSUs vest in 3 equal annual installments) . |
Other Directorships & Interlocks
| Entity | Relationship to PYXS | Exposure/Notes |
|---|---|---|
| Portal Innovations; ClostraBio; Grove BioPharma; Rice Biotech Launchpad; Argonne National Lab; Flavin Ventures | External roles held by Flavin | No PYXS‑disclosed related‑party transactions involving Flavin or these entities; related‑party section covers Pfizer and University of Chicago agreements, not director‑specific . |
Expertise & Qualifications
- Designated audit committee financial expert; experienced in accounting/financial management and financial sophistication under Nasdaq rules .
- Extensive life sciences company creation and scaling; leadership of incubators and academic innovation centers .
- Education: B.S. Business Administration (Marquette); M.B.A. Finance (Lewis) .
Equity Ownership
| Holder | Direct Shares | Options Exercisable within 60 Days | Unvested RSUs | % of Outstanding |
|---|---|---|---|---|
| John Flavin | 413,015 | 57,916 | 35,219 (as of 12/31/2024) | <1% (470,931 total beneficial) |
- Hedging/pledging: Company prohibits directors from hedging PYXS securities and from holding or pledging PYXS securities in margin accounts .
Governance Assessment
- Board effectiveness: Flavin’s dual role as Board Chair and Audit Committee Chair concentrates oversight but is mitigated by independence, separation from CEO, and his audit financial expert designation; committee structures and meeting cadence support active governance .
- Alignment: Flavin holds direct shares and vested options; equity awards are time‑based RSUs, enhancing alignment without short‑term performance gaming; hedging/pledging prohibitions strengthen alignment .
- Compensation signals: Shift in 2024 toward lower equity grant value and higher cash retainers, and equity sizing as % of outstanding shares indicates more disciplined director pay policy amid stock volatility; no director consulting fees or option repricing disclosed for Flavin (consulting arrangements apply to other directors) .
- Conflicts/related parties: No Flavin‑specific related‑party transactions disclosed; Pfizer is a >10% stockholder, and PYXS maintains legacy agreements with Pfizer and the University of Chicago, but no link to Flavin noted .
