Santhosh Palani
About Santhosh Palani
Santhosh Palani, Ph.D., CFA, is an independent director of Pyxis Oncology, appointed March 12, 2024; age 42, serving as a Class I director up for election at the 2025 annual meeting with a term running to 2028 if elected . He holds a Ph.D. in bioengineering (University of Pennsylvania), completed postdoctoral work at Columbia, and earned MS/BS in chemical engineering; he is also a CFA Charterholder . The Board determined he is independent under Nasdaq rules and he entered a standard director indemnification agreement upon appointment .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| PFM Health Sciences | Partner | 2020–2024 | Led public/private biotech investments; served on boards in cell therapy/gene editing fields |
| New Enterprise Associates (NEA) | Principal | Prior to 2020 | Invested in early-stage biotech; served on boards in radiopharmaceuticals, cell therapy, targeted oncology, gene editing |
| Cowen and Company | Vice President, Biotechnology Equity Research | 2016–2018 | Covered small/mid-cap biotech across multiple therapeutic areas |
| Pfizer; Takeda Pharmaceuticals | Oncology drug development | Prior to Cowen | Early career drug development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PSP Research | Founder & CEO | 2024–present | Healthcare-focused investment advisory founded by Palani |
| PFM Health Sciences | Advisory Partner (press release) | As of Mar-2024 | Described as former investment partner and current advisory partner in company press release |
Board Governance
- Independence: Board confirmed Palani’s independence; only the CEO is non-independent .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; Board met 8 times .
- Committees: As of April 26, 2024, Palani had not yet been appointed to Board committees . 2025 Audit Committee members are Flavin (Chair), Civik, Metzger—Palani not listed on Audit; Compensation, Nominating & Governance, and R&D committee membership not individually named in 2025 proxy .
- Election support signal: At the June 11, 2024 annual meeting, Palani received 28,241,400 FOR votes, 93,674 WITHHELD; broker non-votes 14,001,117 .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Board cash retainer (non-employee) | $40,000 | Increased from $30,000 for 2024 |
| Chair of Board additional retainer | $30,000 | Fixed cash |
| Audit Committee member | $7,500 | Fixed cash |
| Compensation Committee member | $7,500 | Increased from $5,000 |
| Nominating & Governance Committee member | $5,000 | Increased from $4,000 |
| Research & Development Committee member | $4,000 | Fixed cash |
| Audit Committee chair | $15,000 | Additional chair fee |
| Compensation Committee chair | $15,000 | Increased from $10,000 |
| Nominating & Governance Committee chair | $10,000 | Increased from $8,000 |
| Research & Development Committee chair | $8,000 | Increased from $5,000 |
| Palani 2024 Cash Fees | Amount |
|---|---|
| Fees Earned or Paid in Cash (FY2024) | $44,746 |
Performance Compensation
| Award | Grant Date | Shares/Options | Strike Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Stock Options (director sign-on) | 03/12/2024 | 69,760 options | $5.70 | Vests in 3 equal annual installments, subject to service | $320,338 |
| RSUs (annual or pro-rated) | 06/07/2024 | 6,000 RSUs | — | Annual director RSUs generally vest 1-year; sign-on RSUs vest in 3 installments from first anniversary | $22,800 |
| Consulting Arrangement | Terms |
|---|---|
| Clinical development/medical monitoring consulting | $750/hour; annual cap $120,000; approved by Compensation Committee |
- Director equity sizing approach: Starting 2024, annual/sign-on director equity awards sized as 0.06% and 0.12% of common shares outstanding, respectively, to address stock price volatility; annual RSUs vest in full at 1-year; sign-on RSUs vest in three equal installments starting at 1-year .
- Outstanding awards at FY2024: 69,760 unexercised options; 6,000 unvested RSUs .
- Performance metrics: No performance-based metrics disclosed for director equity; vesting is time-based .
Other Directorships & Interlocks
- Public company boards: Not specifically disclosed for Palani; past board service noted generically at PFM/NEA without naming companies .
- Related party transactions: No related party transactions with Palani reportable under Item 404(a) since the beginning of the last fiscal year .
- Compensation committee interlocks: None of the compensation committee members were officers/employees in 2024; no interlocks disclosed .
Expertise & Qualifications
- Advanced technical credentials: Ph.D. in bioengineering; postdoc in biochemistry/molecular biophysics; MS/BS in chemical engineering; CFA Charterholder .
- Cross-functional experience: Oncology drug development (Pfizer, Takeda), sell-side biotech equity research (Cowen), and buy-side/venture investing (PFM, NEA), now founder/operator (PSP Research) .
- Board rationale: Financial/investing background and biotech domain expertise cited by Board as qualifications .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| April 21, 2025 | 29,254 (options/RSUs exercisable/vesting within 60 days); 0 common shares held | <1% | Footnote indicates Palani did not own common shares; 29,254 shares issuable within 60 days |
| Ownership Policy | Provision |
|---|---|
| Hedging & pledging | Directors/officers/employees prohibited from hedging transactions and pledging/margin accounts |
| NQDC Plan (May 2024) | Directors can elect to defer settlement of RSUs to future periods; no notional investment options currently available |
Governance Assessment
- Alignment: Equity grants and time-based vesting provide market-standard director alignment; however, Palani’s direct common share ownership was zero as of the 2025 record date, with a small number of options/RSUs issuable within 60 days (<1%), indicating limited “skin-in-the-game” relative to peers—mitigated partly by ongoing equity vesting .
- Independence and engagement: Independent status affirmed; attendance threshold met in 2024, suggesting baseline engagement; strong investor support in 2024 election (28.24M for) is a positive confidence signal .
- Committees: No chair roles; Audit membership explicitly excludes Palani; other committee assignments not disclosed for 2025—limits visibility into his committee-level oversight contributions .
- Potential conflicts (RED FLAG to monitor): Paid consulting to the company (up to $120k/year) while serving as a director introduces potential conflict of interest or perceived independence risk; it is approved by the Compensation Committee but should be monitored for scope and influence on board decisions .
- Policies/Risks: Company prohibits hedging/pledging—positive for alignment and risk control; robust related party transaction review; no Palani-related party transactions reported .
Overall investor implications: Palani brings differentiated investing and oncology development expertise valuable to a clinical-stage biotech; ensure scrutiny of consulting engagements alongside board duties, and watch for increased personal share ownership to strengthen alignment over time .
