Michael Metzger
About Michael Metzger
Michael A. Metzger (age 54) is an independent Class II director of Pyxis Oncology, appointed June 10, 2024, with his term expiring at the 2026 annual meeting . He serves on the Audit Committee and was deemed independent under Nasdaq rules (all directors except the CEO were determined independent) . In 2024 the Board held eight meetings, and each current director attended at least 75% of Board and applicable committee meetings . Metzger is CEO of Syndax Pharmaceuticals (since Feb 2022), previously President/COO (from May 2015), and holds a B.A. from George Washington University and an M.B.A. in Finance from NYU Stern .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syndax Pharmaceuticals | CEO; previously President & COO; director since July 2019 | CEO since Feb 2022; President & COO from May 2015; director since Jul 2019 | Leads commercial-stage biopharma; governance and operational leadership |
| Regado Biosciences | President & COO (Dec 2013–Oct 2014); President & CEO (Oct 2014–May 2015) | 2013–2015 | Oversaw successful merger with Tobira Therapeutics in 2015 |
| Mersana Therapeutics | EVP & COO | Mar 2011–Nov 2013 | Operational leadership in immunoconjugate therapies |
| Forest Laboratories (acquired by Allergan) | Sr. BD, led M&A | 2006–Feb 2011 | Led M&A; corporate development responsibilities |
| Onconova Therapeutics | VP Corporate Development | Prior to 2006 | Corporate development |
| MESA Partners | Managing Director | Prior | VC experience |
| CTI Biopharma | Director (prior) | Prior | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Syndax Pharmaceuticals | CEO; Director | CEO since Feb 2022; director since Jul 2019 | Commercial-stage biopharma |
| Not-for-profit (unnamed) | Director | Current | Serves on board of a not-for-profit entity |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Metzger is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- Audit Committee member; Committee chaired by John Flavin; members Thomas Civik and Michael A. Metzger; Flavin designated “audit committee financial expert” .
- Attendance:
- Board met 8 times in 2024; each current director attended 75%+ of Board and committee meetings .
- Board leadership: Chair of the Board is John Flavin; CEO is separate from Chair .
| Committee | Role | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | John Flavin | 5 |
| Compensation | Not disclosed as member | — | 5 |
| Nominating & Corporate Governance | Not disclosed as member | — | 2 |
| Research & Development | Not disclosed as member | — | 3 |
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $30,708 | Partial-year service; Audit Committee member |
Reference program (for context):
- Non-employee director annual cash retainer $40,000; Audit Committee member retainer $7,500; Chair fees: Audit $15,000; Chair of Board retainer $30,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Options Granted | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Stock Options (director grant) | 06/10/2024 | 70,683 | $226,949 | Vesting terms not disclosed in proxy for director options |
| Outstanding equity at 12/31/2024 | — | 70,683 unexercised options | — | No RSUs outstanding |
Director equity program (policy):
- Beginning in 2024: sign-on equity awards set at 0.12% of common shares outstanding; annual director equity awards set at 0.06%; RSU annual grants vest in full on first anniversary; RSU sign-on grants vest in three equal installments annually .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Syndax Pharmaceuticals | CEO; Director | Dual role in another biopharma; no related-party transactions with Pyxis disclosed |
No related-party transactions involving Metzger are disclosed in the proxy; related-party section lists agreements with Pfizer and University of Chicago only .
Expertise & Qualifications
- CEO and operator in commercial-stage biopharma; extensive corporate development and M&A experience (Forest Laboratories; Regado merger execution) .
- Prior C-suite/COO roles in oncology/immunoconjugates; venture/BD background; formal finance training (MBA, NYU Stern) .
- Audit Committee service indicates financial oversight capability; Audit Committee chaired by an SEC-designated financial expert .
Equity Ownership
| Holder | Common Shares Held | Derivative/Right within 60 days | % Ownership |
|---|---|---|---|
| Michael A. Metzger | 0 | 23,561 options exercisable within 60 days | <1% |
- Directors and employees are prohibited from hedging and pledging company securities (alignment safeguard) .
Governance Assessment
- Strengths:
- Independent director on Audit Committee; Board separates Chair and CEO roles; active committee structure; robust clawback and insider-trading/anti-hedge policies bolster investor alignment .
- Attendance threshold met (≥75%) and Audit Committee met 5x in 2024, indicating engagement .
- Compensation/Alignment:
- Director pay is equity-heavy (2024: $226,949 options vs $30,708 cash), aligning incentives with shareholder outcomes; annual/sign-on equity tied to fixed % of shares, mitigating price volatility impact .
- Potential risks/flags:
- Time-commitment and potential competitive adjacency risk given full-time CEO role at Syndax; mitigated by independence determination and absence of disclosed related-party transactions with Pyxis .
- Low direct share ownership (<1%) and primarily option-based exposure may reduce immediate “skin in the game,” though policy prohibits pledging/hedging and standard director equity program provides ongoing ownership build .
No director-specific performance metrics, severance, change-of-control, or consulting arrangements are disclosed for Metzger; consulting arrangements noted in the proxy apply to other directors (Dupont, Humphrey, Palani) and not to Metzger .
