Thomas Civik

About Thomas Civik

Thomas Civik (age 56) is an independent Class II director of Pyxis Oncology, Inc. (PYXS), serving since September 2021 with a current term expiring at the 2026 annual meeting . He is a commercial biopharma executive and board leader, currently the Chairman of the boards of Repare Therapeutics and ImCheck Therapeutics; prior roles include President & CEO of Five Prime Therapeutics (Apr 2020–May 2021), Chief Commercial Officer of Foundation Medicine (Nov 2017–Sep 2019), and senior commercialization leadership at Genentech (Dec 2000–Nov 2017) and Sanofi (Jul 1992–Dec 2000) . Civik holds an MBA in business strategy and marketing from Northwestern University’s Kellogg School of Management and a BA in political science from Saint Norbert College .

Past Roles

External Roles

Board Governance

• Board structure and tenure: PYXS has a classified board (three classes; staggered three-year terms); Civik is a Class II director with term expiring in 2026 and has served since September 2021 .
• Committee assignments: Civik is a member of the Audit Committee; Chair is John Flavin. The Board determined all Audit Committee members, including Civik, are independent under SEC Rule 10A-3 .
• Meeting cadence and attendance: In 2024, the Board met eight times; Audit met five times; Compensation five; Nominating & Corporate Governance two; Research & Development three. Each current director attended at least 75% of Board and applicable committee meetings in 2024 .
• Audit Committee scope: Oversight of financial reporting, internal controls, auditor independence, related party transactions policy, enterprise risk (including cybersecurity), and compliance .

Fixed Compensation

• Program structure (2024 director compensation program):

  • Board cash retainer (non-employee): $40,000 (increased from $30,000) .
  • Additional Chair of the Board retainer: $30,000 .
  • Committee member retainers: Audit $7,500; Compensation $7,500 (from $5,000); Nominating & Governance $5,000 (from $4,000); R&D $4,000 .
  • Committee chair retainers: Audit $15,000; Compensation $15,000 (from $10,000); Nominating & Governance $10,000 (from $8,000); R&D $8,000 (from $5,000) .

• 2024 Non-Employee Director Compensation (Civik) | Component | Amount | |---|---| | Fees Earned or Paid in Cash | $57,452 | | Stock Awards (RSUs) | — | | Option Awards (grant-date fair value) | $132,081 | | All Other Compensation | — | | Total | $189,533 |

Performance Compensation

• 2024 equity grants (grant details) | Grant Date | Option Shares (#) | RSU Shares (#) | Grant-Date Fair Value ($) | Notes | |---|---|---|---|---| | 03/26/2024 | 44,024 | — | $132,081 | Director annual/sign-on equity; option award per 2024 program . |

• Vesting mechanics for director equity (policy-level):

  • Annual director equity vests in full on the first anniversary of the grant date, subject to continued service .
  • Sign-on director equity vests in three equal installments beginning on the first anniversary of the vest commencement date, subject to continued service .
  • PYXS policy: stock options may be granted only with an exercise price at or above the closing market price on the grant date .

• Outstanding director equity as of 12/31/2024 (Civik) | Award Type | Outstanding (12/31/2024) | |---|---| | Unexercised Options (exercisable + unexercisable) | 101,940 | | Unvested RSUs/Stock Awards | — |

Other Directorships & Interlocks

Expertise & Qualifications

• Commercial oncology leadership: Led commercialization for multiple oncology products at Genentech (Avastin, Tarceva, Tecentriq, Alecensa) .
• CEO experience: Prior President & CEO at Five Prime Therapeutics; Board cites his extensive commercial expertise and leadership experience as a qualification .
• Education: MBA (Kellogg, Northwestern University); BA (Saint Norbert College) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep oncology commercialization and CEO experience; Board explicitly cites his commercial expertise and leadership as qualifications .
  • Active Audit Committee member; committee is fully independent under Rule 10A-3 and oversees financial reporting, related party transactions, risk, and cybersecurity—supportive of investor confidence .
  • Attendance and engagement: met the “≥75%” attendance threshold for Board and committee meetings in 2024; Board met eight times; Audit met five times .
  • Pay design emphasizes alignment: meaningful equity component (options) alongside cash retainers; 2024 program updated with clear retainer structure and equity sizing framework .
  • Risk controls: explicit prohibitions on hedging/pledging; formal related party transaction policy administered by the Audit Committee .

• Watch items

  • Multiple external board chair roles (Repare and ImCheck) increase time commitments; no conflicts disclosed, but continued monitoring warranted for potential interlocks or related-party exposure as PYXS progresses programs .
  • Director equity grants are time-based (no explicit performance metrics for directors disclosed); while standard for small-cap biotech boards, investors may prefer performance conditions for equity in certain contexts .

• Related party exposure

  • Pfizer is a >10% holder; history of licensing arrangements (amended and restated in Oct 2022), though no expenses were incurred in 2023–2024 under the agreement; Audit Committee oversees related party transactions. No Civik-specific related party transactions disclosed .