Rachel Humphrey
About Rachel Humphrey
Rachel Humphrey, M.D., is a medical oncologist with 25+ years in biopharma, serving as PYXS independent director since August 2022; age 63 as of 2025. She is President and Founding CEO of Normunity (since Oct 2021) and previously held senior R&D roles at AstraZeneca, Bristol-Myers Squibb (BMS), CytomX Therapeutics, Treadwell Therapeutics, and Black Diamond Therapeutics; education includes an M.D. from Case Western Reserve and a B.A. from Harvard, with residency at Johns Hopkins and an oncology fellowship at the National Cancer Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca | SVP & Head of Immuno-Oncology | Prior years (not dated) | Led IO portfolio; senior leadership |
| Bristol-Myers Squibb | VP, Clinical Development & Immuno-oncology | Prior years (not dated) | Supervised development of ipilimumab (Yervoy) from early development to post-launch; founded and chaired first immuno-oncology working group |
| CytomX Therapeutics | SVP, Chief Medical Officer | Aug 2015–Sep 2019 | Led clinical-stage development |
| Treadwell Therapeutics | Chief Medical Officer; Head of R&D at TIO Bioventures | Jan–May 2020 (Treadwell); over same period (TIO) | Clinical stage multi-modality oncology; venture R&D leadership |
| Black Diamond Therapeutics | Chief Medical Officer | Sep 2021–Sep 2022 | Precision oncology programs |
External Roles
| Organization | Role | Status |
|---|---|---|
| Normunity | President & Founding CEO | Current (since Oct 2021) |
| Sporos Bioventures | Director | Current |
| Sporos Biosciences | Director | Current |
| Grey Wolf Therapeutics | Scientific Advisory Board member | Current |
| HotSpot Therapeutics | Scientific Advisory Board member | Current |
| Xilio Therapeutics | Director | Prior |
| CytomX Therapeutics | Director | Prior |
Board Governance
- Independence: Board determined all directors except CEO Lara Sullivan are independent under SEC/Nasdaq rules, including Humphrey .
- Attendance: The board met 8 times in 2024; all current directors attended ≥75% of board and committee meetings. The Audit (5), Compensation (5), Nominating & Governance (2), and R&D (3) committees met in 2024 .
- Committees: Audit Committee members (2025) are John Flavin (Chair), Thomas Civik, Michael A. Metzger; Humphrey is not listed on Audit. Other committee memberships are not enumerated in the proxy .
- Election outcomes: Re-elected as Class I director on June 18, 2025 with 21,357,102 For, 8,013,710 Withheld, 14,625,638 broker non-votes; term through the 2028 annual meeting .
Fixed Compensation
Director cash retainer program (2024):
| Component | Amount |
|---|---|
| Board Cash Retainer – Non-Employee Directors | $40,000 |
| Chair of the Board Additional Retainer | $30,000 |
| Committee Member Retainers – Audit | $7,500 |
| Committee Member Retainers – Compensation | $7,500 |
| Committee Member Retainers – Nominating & Governance | $5,000 |
| Committee Member Retainers – Research & Development | $4,000 |
| Committee Chair Retainers – Audit | $15,000 |
| Committee Chair Retainers – Compensation | $15,000 |
| Committee Chair Retainers – Nominating & Governance | $10,000 |
| Committee Chair Retainers – Research & Development | $8,000 |
Rachel Humphrey—director compensation trend:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $58,938 | $59,212 |
| Stock Awards ($) | $228,772 (RSUs; includes $100,451 accelerated vesting) | $148,378 (RSUs) |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | $115,688 (consulting fees) |
| Total ($) | $287,710 | $323,278 |
Notes:
- Consulting arrangement: Humphrey, Dupont, and Palani provided clinical development/medical monitoring consulting at $750/hour, capped at $120,000 per year, approved by the Compensation Committee; Humphrey’s “All Other Compensation” reflects these fees .
Performance Compensation
Director equity award design and Humphrey’s grants:
| Item | Details |
|---|---|
| Annual equity award policy (from 2024) | Number of shares set to 0.06% of common stock outstanding; sign-on awards set to 0.12% of shares outstanding; switched from fixed-dollar grants due to stock volatility |
| Annual RSU vesting | Vests in full on first anniversary of grant date |
| Sign-on RSU vesting | Vests in three equal annual installments |
| Humphrey – RSU grant (2024) | 38,741 RSUs on 03/26/2024; grant-date fair value $148,378 |
| Humphrey – Outstanding at 12/31/2024 | Options: 236,220; Unvested RSUs: 38,741 |
| Humphrey – RSU acceleration (2023) | Board/Comp Committee approved acceleration of Humphrey’s 2023 RSUs; $100,451 fair value associated with accelerated vesting |
Other Directorships & Interlocks
| Company | Relationship to PYXS | Potential Interlock/Conflict |
|---|---|---|
| Sporos Bioventures / Sporos Biosciences | External directorships | No PYXS-related transactions disclosed |
| Grey Wolf Therapeutics; HotSpot Therapeutics | Scientific advisory roles | No PYXS-related transactions disclosed |
| Prior: Xilio Therapeutics; CytomX Therapeutics | Prior director roles | No PYXS-related transactions disclosed |
No related-party transactions involving Humphrey are disclosed in “Certain Relationships and Related Person Transactions”; principal related-party items concern Pfizer and University of Chicago licensing agreements (Pfizer >10% holder) .
Expertise & Qualifications
- Oncology/IO leadership: Senior roles at AstraZeneca and BMS, including founding BMS’s first IO working group and stewarding Yervoy’s development to post-launch; extensive clinical/R&D leadership across multiple biopharma companies .
- Current operating role: CEO of Normunity provides contemporaneous IO expertise; advisory roles across emerging therapeutics broaden perspective .
Equity Ownership
| Metric | As of Apr 18, 2024 (record date) | As of Apr 21, 2025 (record date) |
|---|---|---|
| Beneficial Ownership (shares) | 136,804 | 254,285 |
| Beneficial Ownership (%) | <1% | <1% |
| Directly Held | 58,064 | 96,805 |
| Options/RSUs exercisable or vesting within 60 days | 78,740 | 157,480 |
| Outstanding awards at FY-end | Options: 236,220; Unvested RSUs: 38,741 (12/31/2024) | — |
Policies supporting alignment:
- Hedging and pledging prohibited for officers/directors/employees .
- Non-Qualified Deferred Compensation Plan (May 2024) allows non-employee directors to defer RSU settlement to a future period; currently no notional investments beyond company stock .
Governance Assessment
-
Positive signals:
- Independence affirmed; attendance meets expectations; active re-election with strong For votes in 2025 .
- Deep IO/oncology expertise and prior success overseeing Yervoy; current CEO role enhances board effectiveness on R&D strategy .
- Use of independent compensation consultant (Pearl Meyer) and clear committee charters; clawback policy adopted per Dodd-Frank/Nasdaq .
-
Watch items / red flags:
- Paid consulting arrangement for a non-employee director (clinical development/medical monitoring) introduces potential conflict-of-interest risk despite Compensation Committee approval and independence designation; Humphrey received $115,688 in consulting fees in 2024 .
- RSU acceleration for Humphrey in 2023 increases guaranteed compensation characteristics for a director; monitor future use of discretionary accelerations .
- Withheld votes on 2025 re-election were modestly higher for Humphrey (8.0M) vs. other Class I nominees (Palani 7.3M, Cline 7.34M), suggesting some investor scrutiny; not necessarily material but notable .
-
Context:
- As an emerging growth company, PYXS is exempt from holding advisory say‑on‑pay votes, which limits direct shareholder feedback on compensation structure .
Additional Notes
- Committee roles: Humphrey is not listed on the Audit Committee; membership on Compensation, Nominating & Governance, and R&D committees is not enumerated in the proxy. The board had 4 committees with defined charters and 2024 meeting counts (Audit 5, Compensation 5, N&G 2, R&D 3) .
- Election cycle: Humphrey’s Class I term renewed in 2025 through 2028 following shareholder vote .
