Pamela Connealy
About Pamela Connealy
Pamela Connealy, age 63, is Pyxis Oncology’s Chief Financial Officer (since July 2021) and Chief Operating Officer (since March 2023), bringing deep finance, operations, and human capital experience across biotech and technology sectors . She holds a B.S. in Chemistry (Gannon University) and an M.B.A. in Finance (University of St. Thomas, Houston) . Tenure at PYXS: ~4 years as CFO and ~2+ years dual-hatted as CFO/COO, including board-level external audit leadership at Orchestra BioMed . Performance metrics (TSR, revenue/EBITDA growth) are not disclosed in the proxy; her pay is primarily tied to corporate clinical development, preclinical support, and investor/operations objectives with documented bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Immunovant, Inc. | Chief Financial Officer and Chief Human Resources Officer | Nov 2019–Jul 2021 | Led finance and HR across a biotech growth phase |
| Kiva | Chief Financial Officer, Chief Operating Officer, Chief Human Resources Officer | Aug 2018–Nov 2019 | Oversaw finance, operations, HR at a global nonprofit fintech platform |
| Bill & Melinda Gates Foundation | Global Head of Talent | Apr 2014–Jun 2018 | Drove talent management, compensation, benefits, global mobility |
| Salesforce | Vice President of Business Operations | Mar 2012–Nov 2013 | Managed scale-oriented business operations in enterprise software |
| Genentech | Vice President & Corporate Officer (incl. CFO of R&D; Global Head of Procurement; Commercial/Tech roles) | Mar 2002–Apr 2010 | Finance leadership for R&D; procurement transformation; commercial support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Orchestra BioMed, Inc. | Director; Chair of the Audit Committee | Current | Public biotech board service with audit oversight |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $473,000 | $504,000 |
| Target Bonus % of Salary | — | 45% |
| Actual Bonus Paid ($) | $226,800 | $249,480 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate: Clinical development | 80% of corporate goals | Part of 45% target bonus ($226,800) | Bonus paid $249,480 | ~110% of target (249,480/226,800) | Cash bonus; no vesting |
| Corporate: Preclinical support | 10% of corporate goals | Part of 45% target bonus ($226,800) | Bonus paid $249,480 | See above | Cash bonus; no vesting |
| Corporate: Investor & operations | 10% of corporate goals | Part of 45% target bonus ($226,800) | Bonus paid $249,480 | See above | Cash bonus; no vesting |
| Individual objectives (CFO/COO) | 20% of bonus weighting for named execs other than CEO | Included in target bonus design | Reflected in actual bonus outcome | Committee payout range was 70%–112.5% of target; Connealy at ~110% | Cash bonus; no vesting |
Notes:
- Annual cash bonus plan structure: 80% corporate, 20% individual for Connealy; corporate goals centered on clinical, preclinical, and investor/operations priorities .
- 2024 payout outperformed target; Committee awarded between 70%–112.5% of targets; Connealy was ~110% .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership | 1,179,652 shares; 1.9% of outstanding |
| Direct shares | 612,450 shares |
| Options/RSUs exercisable or vesting within 60 days | 567,202 shares |
| Shares outstanding (record date) | 61,947,665 shares |
| Hedging/pledging | Company policy prohibits hedging and pledging by officers/directors/employees |
| Ownership guideline | Not disclosed in proxy (no guideline detail found) |
Outstanding Equity Awards at FY2024 Year-End – Options
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration |
|---|---|---|---|---|
| 7/31/2021 | 275,268 | 46,997 | $2.21 | 7/31/2031 |
| 9/15/2021 | 8,157 | 2,147 | $2.21 | 9/15/2031 |
| 12/6/2021 | 45,223 | 7,721 | $9.64 | 12/6/2031 |
| 12/23/2024 | — | 310,000 | $1.67 | 12/23/2034 |
Outstanding Equity Awards at FY2024 Year-End – RSUs
| Grant date | Unvested RSUs (#) | Market value at $1.56/share |
|---|---|---|
| 3/31/2022 | 77,352 | $120,669 |
| 3/24/2023 | 118,015 | $184,103 |
| 3/26/2024 | 328,710 | $512,788 |
- RSU vesting: 25% at first anniversary then 36 monthly installments thereafter (for 2024 RSUs) .
- Option vesting: Dec 23, 2024 option grant vests in full on Dec 23, 2025 .
- 2024 acceleration: Board approved partial acceleration of unvested RSUs previously granted to Connealy; 2024 stock awards include $154,643 related to accelerated vesting of her 2022 RSU grant .
Employment Terms
| Item | Terms |
|---|---|
| Employment letter | June 2021; amended for IPO and Nov 2022 |
| Current role start | CFO since Jul 2021; CFO & COO since Mar 2023 |
| Severance (no cause/good reason) | 9 months base salary + up to 9 months COBRA premiums; tax reimbursements on COBRA |
| Change-in-control (double-trigger) | If termination within 3 months before or 12 months after CoC: lump sum equal to 12 months base + target bonus; up to 12 months COBRA + tax reimbursements; immediate vesting of all unvested stock options/awards at termination |
| Single-trigger (non-assumption) | Full vesting if awards are not assumed/substituted/continued in a change-in-control |
| 280G excise tax cutback | Payments reduced to avoid 4999 excise tax if it results in higher net after-tax benefit |
| Clawback policy | Dodd-Frank/Nasdaq compliant recoupment for 3 prior fiscal years if restatement; applies to cash/equity incentive comp |
| Hedging/pledging policy | Prohibited for officers/directors/employees |
| Deferred comp | NQDC Plan (May 2024) permits deferral of RSU settlement; currently no notional investment options beyond company stock |
| Perquisites | Under $10,000 aggregate for 2024; standard benefits |
Compensation Mix (Multi-Year Snapshot)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 473,000 | 504,000 |
| Stock Awards (RSUs incl. accelerations) | 923,684 | 1,413,602 (incl. $154,643 accelerated vesting) |
| Option Awards | 187,975 | 393,607 |
| Non-Equity Incentive Plan (Cash Bonus) | 226,800 | 249,480 |
| All Other Compensation | 9,900 | 10,350 |
| Total | 1,821,359 | 2,571,039 |
Compensation Structure Analysis
- Equity-heavy alignment, with RSUs vesting monthly and options granted at or above market prices; 2024 added a one-year full-vesting option grant (12/23/2024→12/23/2025), a short-duration retention lever increasing near-term share-based exposure .
- The Board approved partial acceleration of unvested RSUs in 2024, boosting realized equity value—useful for retention and ownership consolidation but a potential red flag if repeated without performance linkage .
- Annual bonus design ties 80% to corporate clinical milestones and 20% to individual objectives, with 2024 payout above target (~110%), indicating goal attainment across pipeline and operations .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy; no pledging disclosed for Connealy (reduces misalignment risk) .
- Robust clawback policy covering both cash and equity incentives for restatements (mitigates pay-for-performance risk) .
- Change-in-control provides double-trigger cash and full vesting; plus single-trigger acceleration if awards aren’t assumed—watch for potential windfall risk in sale scenarios .
- No related-party transactions involving Connealy disclosed; perquisites minimal .
Investment Implications
- Alignment: 1.9% beneficial ownership (612k direct shares plus near-term vesting/exercisable equity) and monthly RSU vesting create ongoing exposure; policy bans hedging/pledging, reinforcing alignment .
- Retention and supply dynamics: 2024 RSU accelerations and the 12/23/2024 option that fully vests on 12/23/2025 may add near-term liquidity events that could translate into episodic selling pressure around vest dates unless managed through 10b5-1 plans .
- Contract economics: Double-trigger CoC severance (12 months salary + target bonus) and full equity acceleration on termination are competitive; single-trigger acceleration if awards aren’t assumed introduces potential deal-contingent windfall—investors should assess M&A scenarios for dilution/overhang .
- Pay-for-performance: 2024 bonus above target reflects achievement vs clinical/preclinical/investor-operational goals; continued equity-heavy grants and clawback policy support long-term alignment, but 2024 RSU acceleration deserves monitoring for precedent risk .
