Lara Sullivan
About Lara Sullivan
Lara Sullivan, M.D., MBA, is President, Chief Executive Officer, Chief Medical Officer, and a director of Pyxis Oncology (since December 2019; CMO title added March 2025). She previously founded SpringWorks Therapeutics and led early pipeline strategy at Pfizer, with earlier roles at McKinsey, Paul Capital, and Credit Suisse. Education: M.D. (University of Pennsylvania), MBA (Wharton), B.A. (Cornell). Age 51 as of April 26, 2024; Board tenure since December 2019. Pyxis discloses CEO bonus metrics centered on clinical development and operations; it does not provide TSR- or financial-metric-based pay vs performance tables as an EGC.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pyxis Oncology | President & CEO (added CMO in 2025) | 2019–present | Leads strategy, pipeline, and corporate execution; added CMO duties in 2025 to integrate clinical leadership with corporate strategy |
| Lara Sullivan BioAdvisory Services | Senior Advisor | 2018–2019 | Advised biotech companies on strategic initiatives |
| SpringWorks Therapeutics | Founder & President | 2017–2018 | Launched and led spin-out from Pfizer; built clinical-stage biotech platform |
| Pfizer | Early R&D Strategy/Portfolio Operations Lead | 2011–2017 | Led strategy, competitive intelligence, and portfolio operations for early-stage R&D |
| McKinsey & Company | Associate Partner | Not disclosed | Specialized in biopharma R&D productivity and efficiency |
| Paul Capital Partners | Principal | Not disclosed | Led due diligence for healthcare investments |
| Credit Suisse First Boston | Equity research & municipal finance (healthcare) | Not disclosed | Healthcare finance and research experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pyxis Oncology Board | Director (employee) | 2019–present | Employee director; not independent under Nasdaq rules |
| Board leadership structure | — | — | Chair is John Flavin (independent); CEO and Chair roles separated |
| Committees | — | — | Sullivan does not serve on audit/comp/nominating; those are fully independent |
Dual-role implications: Sullivan is CEO and a director but not Chair; separation of Chair/CEO and fully independent key committees mitigate independence concerns. The Board explicitly determined all directors other than Dr. Sullivan are independent under Nasdaq rules.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $565,000 | $625,000 | $625,000 |
| Target Bonus % of Salary | 55% | 60% | 60% |
| Actual Annual Cash Bonus (Non-Equity Incentive) | $301,428 | $375,000 | $421,875 (112.5% of target) |
Notes: 2024 payouts across NEOs ranged 70%–112.5% of target; Sullivan’s disclosed non-equity incentive equals 112.5% of her 60% target on $625k base.
Performance Compensation
Annual bonus plan (structure and outcomes):
- Corporate metrics and weightings: 80% clinical development, 10% preclinical support, 10% investor/business operations; CEO has no individual goals. Target bonus: 60% of salary; 2024 payouts ranged 70%–112.5% of target (CEO at 112.5%).
Equity awards and vesting detail (CEO):
| Award type | Grant date | Shares/Options | Exercise price | Vesting schedule | Status/Notes |
|---|---|---|---|---|---|
| Stock options | 3/31/2021 | 990,461 (exercisable) | $2.21 | 48 equal monthly installments from 1/2/2020 | Legacy pre-IPO option, repriced to $2.21 in 2023 |
| Stock options | 9/15/2021 | 48,944 ex./12,881 unex. | $2.21 | 25% at 1st anniversary of IPO close, then 36 monthly | Repriced cohort |
| Stock options (Tranche I) | 10/7/2021 | 507,875 ex./133,651 unex. as of 12/31/24 | $16.00 | 25% at 1-year, then 36 monthly | Part of 962,289-share CEO IPO grant |
| Stock options (Tranche II) | 10/7/2021 | 320,763 unex. (as of 12/31/24) | $16.00 | Vests 100% on 4th anniversary (10/7/2025) | Cliff-vesting retention component |
| RSUs | 3/31/2022 | 185,644 unvested (12/31/24) | — | 25% at 1-year then 12 quarterly installments | Remaining post 2024 acceleration |
| RSUs | 3/24/2023 | 351,691 unvested (12/31/24) | — | 25% at 1-year then 36 monthly | Partially accelerated in 2024 |
| Stock options | 3/26/2024 | 1,071,242 unex. | $3.83 | 25% at 1-year then 36 monthly | New long-term grant |
| Stock options | 12/23/2024 | 1,135,000 unex. | $1.67 | Full vest on 12/23/2025 (1-year cliff) | One-year retention grant |
- 2023 option repricing: exercise price of pre-IPO options reduced to $2.21 to enhance retention and alignment (CEO affected on 1,052,286 options). Governance trade-off: avoids excessive dilution/cash while potentially rewarding underwater options.
- 2024 acceleration: Board/Committee accelerated portions of previously granted RSUs for Sullivan (reported as stock awards fair value in SCT).
Equity Ownership & Alignment
| Date (record) | Total beneficial ownership (shares) | % of outstanding | Breakdown (if disclosed) |
|---|---|---|---|
| 2023 (Apr 28, 2023 proxy) | 1,953,813 | 4.9% | — |
| 2024 (Apr 26, 2024 proxy) | 3,325,908 | 5.5% | 1,866,547 direct; 1,459,361 acquirable within 60 days |
| 2024 (Sep 25, 2024 proxy) | 3,399,173 | 5.6% | 1,866,547 direct; 1,532,626 acquirable within 60 days |
| 2025 (Apr 29, 2025 proxy) | 3,843,498 | 6.0% (out of 61,947,665) | — |
- Ownership guidelines: Not disclosed.
- Hedging/pledging: Company policy prohibits hedging and pledging by officers and directors (alignment positive).
- Clawback: Dodd-Frank/Nasdaq-compliant recoupment policy covering incentive comp tied to financial reporting measures (including stock price/TSR) for prior 3 fiscal years in case of restatement.
Vesting overhang and potential selling pressure (2025):
- Dec 23, 2025: 1,135,000 options vest in full (exercise price $1.67).
- Mar 26, 2025: 25% of 1,071,242 options (~267,810) vest; remainder monthly thereafter.
- Oct 7, 2025: 320,763 “Tranche II” options cliff-vest.
- Continuing monthly/quarterly RSU vesting from 2022/2023 grants (reduced by 2024 acceleration).
Employment Terms
- Employment letters: Original 2019; amended at IPO and again Oct 18, 2022 (amended & restated offer letter).
- Severance (non‑CoC): If terminated without cause or resigns for good reason → 12 months base salary + up to 12 months company-paid health coverage (release required).
- Change-in-control (double-trigger): If terminated without cause or for good reason within 3 months before or 12 months after a CoC → lump-sum equal to 18 months base salary + target annual bonus, up to 12 months health coverage, and full vesting of unvested stock options and stock awards (unless awards are assumed/substituted/continued in the transaction).
- Single-trigger if not assumed: If awards are not assumed/substituted/continued at CoC, unvested equity fully vests at change-in-control.
- Other terms: IP assignment obligations; no disclosed tax gross-up; 280G cutback noted for CFO but not specified for CEO.
- Clawback policy: As above (recoupment after restatement; applies to incentive comp incl. stock price/TSR metrics).
Board Governance
- Independence: All directors except Dr. Sullivan are independent under Nasdaq rules (Sullivan is an employee director).
- Leadership: Independent Chair (John Flavin); CEO and Chair roles separated.
- Committees: Audit (Flavin—Chair; Civik; Cline), Compensation (independent directors), Nominating & Governance (independent), Research & Development. 2023 meetings: Audit 6, Compensation 8, N&G 3, R&D 4.
- Attendance: In 2022 the Board held 14 meetings; each director attended ≥75% of meetings. (Most recent explicit attendance disclosure available.)
- Director pay: Employee directors (including Sullivan) receive no additional board compensation.
Director Compensation (for context)
- 2024 non-employee director retainers increased: Board $40,000 (from $30,000); committee member retainers and chair fees; independent consultant Pearl Meyer advises program. Equity approach moved in 2024 to percentage-of-outstanding shares (0.06% annual; 0.12% sign-on) to address stock volatility; annual equity vests in 1 year, sign-on in 3 installments.
Compensation Structure Analysis
- Mix and trends: 2024 CEO total comp rose to $7.07M driven by large option grants ($4.77M grant-date fair value) and accelerated RSU recognition ($1.25M), while base salary remained flat at $625k; bonus paid at 112.5% of target.
- Shift to options: 2024 awards emphasize options (higher at-risk leverage) versus prior heavy RSUs in 2022/2023; however, 2023 saw a broad option repricing to $2.21, which can be seen as a retention measure but a governance yellow flag.
- Performance linkage: Annual bonus uses operational goals (clinical/preclinical/operations) rather than financial metrics; CEO payout at 112.5% suggests above-target operational execution for 2024.
- Modifications: 2024 accelerated vesting of prior RSUs (retention/market alignment rationale), and a one-year cliff option grant (Dec 2024) creating a near-term 2025 vest overhang.
Multi-year CEO compensation detail:
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $565,000 | $625,000 | $625,000 |
| Bonus (discretionary) | — | $200,000 | — |
| Stock awards (RSUs; includes acceleration in 2024) | $4,150,745 | $2,686,510 | $1,249,152 |
| Option awards (grant-date fair value) | — | $546,091 | $4,766,566 |
| Non‑equity incentive (annual bonus) | $301,428 | $375,000 | $421,875 |
| All other comp | $9,900 | $9,900 | $10,350 |
| Total | $5,027,073 | $4,442,501 | $7,072,943 |
Employment & Contracts
| Term | Detail |
|---|---|
| Latest agreement | Amended & Restated Offer Letter dated Oct 18, 2022 (superseded 2019 letter; effective at IPO) |
| Non-CoC severance | 12 months base + up to 12 months health; release required |
| CoC severance (double-trigger) | 18 months base + target bonus, up to 12 months health, and full vesting of unvested equity upon termination within 3 months before/12 months after CoC |
| Single-trigger vesting at CoC if not assumed | Unvested options/awards fully vest if unassumed/substituted/continued |
| Clawback | Dodd-Frank/Nasdaq-compliant recoupment policy (covers stock price/TSR-based incentive comp) |
| Hedging/Pledging | Prohibited for officers/directors |
Performance & Track Record (selected disclosures)
- Pipeline/clinical execution is the dominant performance lever in annual bonuses (80% weighting to clinical). This operational linkage underpins above-target CEO bonus payout for 2024.
- Option repricing (2023) and subsequent significant 2024 option awards reflect a retention- and alignment-focused approach amid stock volatility.
Compensation Committee & Process
- Compensation Committee is fully independent; reviews CEO goals and sets pay; uses external advisor (Pearl Meyer) for benchmarking and director pay design.
- Pay risk oversight: Committee assesses whether policies encourage excessive risk-taking (Board governance narrative).
Related Party Transactions and Policies
- Audit Committee reviews/approves related party transactions; notable continuing relationship with Pfizer (›10% holder) under license agreements; no CEO-specific related party arrangements disclosed.
Investment Implications
- Alignment: Sullivan’s 6.0% beneficial stake (as of 2025 record date) aligns incentives with shareholders; anti-hedging/pledging and clawback enhance alignment and risk controls.
- Near-term supply/overhang: Large 2025 option cliffs (Dec 23: 1.135M; Oct 7: 320.8k) plus 25% vest of 1.07M March 2024 grant could create selling pressure or 10b5-1 activity around those dates; monitor insider filings into those windows.
- Retention vs governance trade-offs: 2023 option repricing (to $2.21) and 2024 accelerated RSU vesting support retention but are governance yellow flags; balance with separation of Chair/CEO and independent committees.
- Pay-for-performance: Bonus metrics emphasize clinical milestones, not financial metrics; 2024 112.5% of target payout signals operational execution momentum but also raises expectations for continued data catalysts.
- Change-in-control economics: 18 months base + target bonus and full equity acceleration on double trigger (and single-trigger if unassumed) are standard-to-strong protections, potentially increasing transaction costs in a sale scenario.
Overall: High equity exposure and prohibitions on hedging/pledging create strong alignment; 2025 vesting cadence is the key watchpoint for potential insider selling pressure. Governance mitigants (independent Chair, clawback) are balanced against prior option repricing and accelerated RSU vesting actions.
