BY ORDER OF THE BOARD OF DIRECTORS
Lara Sullivan, M.D.
	​	​
	​	​	Lara Sullivan, M.D. President and Chief Executive Officer

Cambridge,Boston, Massachusetts

April 28, 202226, 2024

to request a printed copy in the Internet Notice. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the annual meeting.Annual Meeting.

What proposals will be voted on at the annual meetingAnnual Meeting and how does the board of directorsBoard recommend that stockholders vote on the proposals?

The proposals to be voted on at the annual meetingAnnual Meeting and the board of directorsBoard recommendation on each proposal is set forth below:

We will also consider other business, if any, that properly comes before the annual meeting.Annual Meeting.

Who is entitled to vote?

The record date for the annual meetingAnnual Meeting is the close of business on April 20, 2022.18, 2024. As of the record date, 32,811,95958,876,390 shares of our common stock, par value $0.001 per share, were outstanding. Only holders of record of our common stock as of the record date will be entitled to notice of and to vote at the annual meetingAnnual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date.

What do I need for admission to the annual meeting?Annual Meeting?

In order to attend the annual meeting,Annual Meeting, you must register at www.proxydocs.com/PYXS.PYXS. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the annual meetingAnnual Meeting and to vote and submit questions during the annual meeting.Annual Meeting. You will not be able to attend the annual meetingAnnual Meeting physically in person.

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Internet Notice. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On the day of the annual meeting,Annual Meeting, stockholders may begin to log in to the meeting 15 minutes prior to the start time. The annual meetingAnnual Meeting will begin promptly at 10:00 a.m. Eastern Standard Time on June 13, 2022.11, 2024.

We will have technicians ready to assist you with any technical difficulties you may have accessing the annual meeting.Annual Meeting. If you encounter any difficulties accessing the virtual-only annual meetingAnnual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

Can I ask questions during the annual meeting?Annual Meeting?

Our virtual annual meetingAnnual Meeting will allow stockholders to submit questions before and during the annual meeting.Annual Meeting. During a designated question and answer period at the annual meeting,Annual Meeting, we will respond to appropriate questions submitted by stockholders. If you would like to submit a question during the annual meeting,Annual Meeting, you may log in to www.proxydocs.com/PYXS using your control number, type your question into the “Ask a Question” field, and click “Submit.”

We will answer as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the annual meetingAnnual Meeting will be answered following the meeting, with the exception of any questions that are irrelevant to the purpose of the annual meetingAnnual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

How can I vote my shares?

Shares Held of Record. If you hold your shares in your own name as a holder of record, you may authorize that your shares be voted at the annual meetingAnnual Meeting in one of the following ways:

Shares Held in Street Name. If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the annual meeting.Annual Meeting. If you want to vote in person virtually at the annual meeting,Annual Meeting, you must register in advance at www.proxydocs.com/PYXS.PYXS. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

Even if you plan to attend the annual meeting,Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the annual meetingAnnual Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the annual meeting.Annual Meeting.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the annual meeting.Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Attendance at the annual meetingAnnual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee. Please note that if your shares are held of record by a bank, broker or other nominee, and you decide to attend and vote at the annual meeting,Annual Meeting, your vote at the annual meetingAnnual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your bank, broker or other nominee).

What is a broker non-vote?

Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the

beneficial owner. With respect to “non-routine”“non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the annual meetingAnnual Meeting is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222024 (Proposal Two). The remaining proposal to be considered (Proposal One, the election of Darren ClineSanthosh Palani, Ph.D., CFA as a Class I director)director and John Flavin, Lara Sullivan, M.D. and Jakob Dupont, M.D. as Class III directors) is considered a non-routine matter.

A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercise their discretionary voting authority on Proposal Two, such shares will be considered present at the annual meetingAnnual Meeting for quorum purposes and broker non-votes will occur as to Proposal One or any other non-routine matters that are properly presented at the annual meeting.Annual Meeting. Broker non-votes will have no impact on the voting results.

What constitutes a quorum?

The presence at the annual meeting,Annual Meeting, either in personvirtually or by proxy, of holders of a majority of the aggregate number of shares of our issued and outstanding common stock entitled to vote thereat as of the record date shall constitute a quorum for the transaction of business at the annual meeting.Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the annual meeting.Annual Meeting.

What vote is required to approve each matter to be considered at the annual meeting?Annual Meeting?

Election of DirectorDirectors (Proposal One). Our bylaws provide for a plurality voting standard for the election of directors. The directordirectors receiving the highest number of “FOR” votes will be elected as a Class I director.director and Class III directors. An abstention or a broker non-vote on Proposal One will not have any effect on the election of directors.

Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 20222024 (Proposal Two). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote on this proposal at the annual meetingAnnual Meeting is required for the approval of Proposal Two. An abstention on Proposal Two will have the same effect as a vote “AGAINST” Proposal Two. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal Two.

What is the deadline for submitting a proxy?

To ensure that proxies are received in time to be counted prior to the annual meeting,Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Daylight Timethe start of the Annual Meeting unless otherwise provided on the day before the annual meeting, and proxiesInternet Notice, proxy card or voting instruction form. Proxies submitted by mail should be received by the close of business on the day prior to the date of the annual meeting.Annual Meeting.

What does it mean if I receive more than one Internet Notice or proxy card?

If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the annual meeting,Annual Meeting, we recommend that you vote every Internet Notice or proxy card that you receive.

How will my shares be voted if I return a blank proxy card or a blank voting instruction card?

If you are a holder of record of shares of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the board of director’sBoard's recommendations.

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:

Our board of directorsBoard knows of no mattermatters to be presented at the annual meetingAnnual Meeting other than the proposals described in this proxy statement. If any other matters properly come before the annual meetingAnnual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Who is making this solicitation and who will pay the expenses?

This proxy solicitation is being made on behalf of our board of directors.Board. All expenses of the solicitation, including the cost of preparing and mailing the Internet Notice or this proxy statement, will be borne by the Company.

Will a stockholder list be available for inspection?

In accordance with Delaware law, a list of stockholders entitled to vote at the annual meetingAnnual Meeting will be available on the annual meetingAnnual Meeting website and, for 10 days prior to the annual meeting,Annual Meeting, at Pyxis Oncology, Inc., 35 Cambridgepark Drive, Cambridge,321 Harrison Avenue, Boston, Massachusetts 0214002118 between the hours of 8:00 a.m. and 5:00 p.m. Eastern Standard Time.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC, called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources, and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge at www.proxyvote.com, by telephone at 1-800-579-1639 or by email at: sendmaterial@proxyvote.com. Similarly, you may also contact Broadridge if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

Additional biographical descriptions of the nomineenominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our board of directorsBoard at this time.

Board Nominee — Nominees

Class I Director

Darren ClineSanthosh Palani, Ph.D., CFA. Dr. Palani is a former investment partner and a current advisory partner at PFM Health Sciences, a healthcare investment advisory firm. At PFM, Dr. Palani led public and private biotechnology investments and served on the board of companies in the cell therapy and gene editing fields. Prior to joining PFM in 2020, Dr. Palani was a Principal at New Enterprise Associates, a venture capital financing company, where he invested in early-stage private biotechnology companies and served on the boards of companies in the radiopharmaceuticals, cell therapy, targeted oncology, and gene editing fields. From 2016 to 2018, Dr. Palani was a Vice President of Biotechnology Equity Research at Cowen and Company, where he covered small- to mid-cap biotechnology stocks across numerous therapeutic areas. Prior to his time at Cowen, Dr. Palani was in oncology drug development at Pfizer Inc. (“Pfizer”) and Takeda Pharmaceuticals. Dr. Palani has a Ph.D. in bioengineering from the University of Pennsylvania and completed his postdoctoral work in biochemistry and molecular biophysics at Columbia University. He also holds an M.S. in chemical engineering from Texas A&M University and a B.S. in chemical engineering from the University of Madras. Dr. Palani is a CFA® Charterholder.

The Board believes that Dr. Palani is qualified to serve on our Board based his strong financial and investing background, significant experience in the biotech industry and experience in the fields of internal medicine, endocrinology and oncology.

Class III Directors

John Flavin. Mr. Flavin is co-founder and founding Chair of the Board. Mr. Flavin has served as Chair of the Board since our IPO. He is also the Founder and Chief Executive Officer of Portal Innovations, a life sciences venture development engine. Prior to joining us, between April 2018 and February 2020, Mr. Flavin was the Chief Financial Officer at Endotronix, Inc., a medical equipment manufacturer. Between September 2013 and April 2018, Mr. Flavin was the Head of the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. Mr. Flavin has over 20 years of experience in finance, operations, and innovation. Mr. Flavin has co-founded and scaled several life sciences companies as President and Chief Financial Officer such as Advanced Life Sciences and MediChem Life Sciences. Mr. Flavin has also co-founded and led transformative life sciences incubators including MATTER and the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. He received his B.S. in Business Administration from Marquette University and his M.B.A. in Finance from Lewis University.

The Board believes that Mr. Flavin is qualified to serve on our Board because of his extensive expertise and experience in the life sciences industry, knowledge of our operations and his leadership experience in other companies in our industry.

Lara Sullivan, M.D. Dr. Sullivan has served as our President and Chief Executive Officer since December 2019. Prior to joining us, Dr. Sullivan was a senior advisor from July 2018 to September 2019 at Lara Sullivan BioAdvisory Services, consulting for biotechnology companies. From September 2017 to June 2018, Dr. Sullivan was Founder and President of SpringWorks Therapeutics, a clinical stage biopharmaceutical company spun-out from Pfizer. Between February 2011 and September 2017, Dr. Sullivan was at Pfizer, a multinational pharmaceutical and biotechnology corporation, where she led strategy, competitive intelligence and portfolio operations for the company’s early-stage R&D pipeline. Prior to joining Pfizer, Dr. Sullivan was an associate partner at McKinsey & Company, where she specialized in biopharmaceutical R&D productivity and efficiency. Dr. Sullivan also served as a principal at Paul Capital Partners, where she led due diligence for healthcare investments, and earlier in her career worked in healthcare equity research and healthcare municipal finance at Credit Suisse First Boston. Dr. Sullivan holds an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from The Wharton School at the University of Pennsylvania, and a B.A. in Comparative Literature from Cornell University.

The Board believes that Dr. Sullivan is qualified to serve on our Board because of her extensive expertise and experience in the life sciences industry, her leadership and management experience and her educational background.

Jakob Dupont, M.D. Dr. Dupont served as a member of ourthe board of directors since September 2021. Heat Apexigen, Inc. (“Apexigen”) from August 2020 until we completed the acquisition of Apexigen in August 2023. Dr. Dupont currently serves as an Executive Partner at Sofinnova Investments, a healthcare investment firm. Dr. Dupont also serves on the board of directors of Imugene, a biotechnology company. Prior to joining Sofinnova, Dr. Dupont served as the Global Head of Research and Development and Executive Vice President at Atara Biotherapeutics, a biotechnology company, from May 2020 to December 2023. From December 2018 to May 2020, he served as Chief Medical Officer and from May 2020 to July 2021 as a consultant oncologist at Gossamer Bio Inc., a clinical-stage biopharmaceutical company. From January 2017 to December 2018, he served as Vice President, Global Head Breast and Gynecologic Cancer Development at Genentech, a biotechnology company. Dr. Dupont served as Chief Medical Officer and Senior Vice President at OncoMed Pharmaceuticals, a biotechnology company, from October 2011 to December 2016. Dr. Dupont holds an A.B. in Philosophy from Vassar College, an M.A. in Philosophy from New York University and an M.D. from Cornell University.

The Board believes that Dr. Dupont is presently,qualified to serve on our Board because of his extensive experience in the biotechnology field and his knowledge and expertise in oncology drug development.

Continuing Directors – Class I Directors

Darren Cline. Mr. Cline currently serves on the board of directors of Pliant Therapeutics, a biotechnology company, and Impel Pharmaceuticals, a biopharmaceutical company. Mr. Cline served as President and Chief Executive Officer of Epygenix Therapeutics, Inc., a biopharmaceutical company, since being appointed onfrom March 15, 2022. Prior2022 to this, heMarch 2023. From April 2019 to December 2021, Mr. Cline served as the U.S. Chief Commercial Officer and member of the Executive Committee for Greenwich Bioscience, the U.S. subsidiary of GW Pharmaceuticals, a British pharmaceuticspharmaceutical company, starting in April 2019 through December 2021. Betweenprior to the acquisition by Jazz Pharmaceuticals. From October 2010 andto March 2019, Mr. Cline served as Executive Vice President, Commercial at Seattle Genetics, Inc., a biotechnology company, where he oversaw all marketing, sales, and managed markets. He was directly involved in the commercial build out for the launch of Adcetris, an antibody-based biologic the FDA approved for treatment of certain hematologic cancers and played an integral role driving Adcetris’s continued growth. Prior to Seattle Genetics, between October 2006 and October 2009, Mr. Cline was at Alexion Pharmaceuticals, where he was part of the initial commercial leadership team for the Soliris launch, helping to build out key sales functions. Mr. Cline received his undergraduate degree from San Diego State University and his MBAM.B.A. from Pepperdine University.

The board of directorsBoard believes that Mr. Cline is qualified to serve on our board of directorsBoard because of his management experience and background in the biotechnology sector.

Continuing Directors – Class II Directors

Freda Lewis-Hall, M.D.Rachel Humphrey, M.D. Dr. Humphrey is a medical oncologist with over 25 years of experience in the pharmaceutical industry. Currently she serves as President and Founding CEO of Normunity, a biotechnology company focused on immuno-oncology mechanisms, a position she has held since October 2021. Previously, she served as Chief Medical Officer at Black Diamond Therapeutics, a membernovel precision oncology therapy company, from September 2021 to September 2022, and as Chief Medical Officer at Treadwell Therapeutics, Inc., a clinical stage, multi-modality oncology company, from January 2020 to May 2020 and Head of ourResearch and Development at TIO Bioventures, a venture capital firm, over the same time period. Dr. Humphrey served as Senior Vice President, Chief Medical Officer at CytomX Therapeutics, a clinical-stage biopharmaceutical company, from August 2015 to September 2019. Over the course of her career, Dr. Humphrey also held numerous senior leadership roles in large pharmaceutical companies including Senior Vice President and Head of Immuno-Oncology at AstraZeneca, and Vice President, Clinical Development and Immuno-oncology at Bristol-Myers Squibb where she supervised the development of ipilimumab (Yervoy) from early development to post-launch and founded and chaired the first immuno-oncology working group. She currently serves on the board of directors since September 2021. Starting in November 2019, Dr. Lewis-Hall has served as a director at 1Life Healthcare, Inc. Since January 2019, Dr. Lewis-Hall has also served as Chief Patient Officerof Sporos Biosciences, and Executive Vice President of Pfizer Inc., a pharmaceutical and biotechnology corporation. From 2009 to January 2019, Dr. Lewis-Hall served as Pfizer’s Chief Medical Officer. Prior to joining Pfizer in 2009, Dr. Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals, Inc., from June 2008 to May 2009, and Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Co. from 2003 to May 2008. Since August 2017, Dr. Lewis-Hall haspreviously served on the board of directors of SpringWorksXilio and CytomX Therapeutics, Inc., a biopharmaceutical company. From December 2014 to May 2017, she served on the board of directors of Tenet Healthcare Corporation, a healthcare services company.respectively. Dr. Lewis-Hall earned a B.A. in Natural SciencesHumphrey holds an M.D. from Johns HopkinsCase Western Reserve University and a M.D.B.A. from Howard University College of Medicine.Harvard University. She received her training in internal medicine at the Johns Hopkins Hospital and started her career as an oncology fellow and staff physician at the National Cancer Institute in Bethesda, Maryland.

The board of directorsBoard believes that Dr. Lewis-HallHumphrey is qualified to serve on our board of directorsBoard based on her expertise and experience in the life sciences industry and her leadership experience as a senior executive at various biopharmaceutical companies as well as her educational background.

Continuing Directors – Class II Directors

Thomas Civik has served as. Mr. Civik currently serves a member and Chairman of ourthe board of directors since September 2021.of Repare Therapeutics, a biotechnology company. From April 2020 to May 2021, heMr. Civik served as President, Chief Executive Officer and a member of the board of directors at Five Prime Therapeutics, Inc., a biotechnology company. From November 2017 until September 2019, Mr. Civik served as Chief Commercial Officer of Foundation Medicine, Inc., a genomic profiling and molecular information company. From December 2000 to November 2017, Mr. Civik served in positions of increasing responsibility at Genentech, Inc. (“Genentech”), or Genentech,a biotechnology company, most recently serving as Vice President and Franchise Head leading the commercialization efforts for the Avastin^®Avastin®, Tarceva^®Tarceva®, Tecentriq^®Tecentriq®, and Alecensa^®Alecensa®, products. From July 1992 to December 2000, heMr. Civik served at Sanofi S.A. in sales and marketing roles of increasing responsibility. Mr. Civik received aan M.B.A. in business strategy and marketing from the Kellogg School of Management at Northwestern University and a B.A. in political science from Saint Norbert College.

The board of directorsBoard believes that Mr. Civik is qualified to serve on our board of directorsBoard because of his extensive commercial expertise and leadership experience at other biotechnology companies.

Continuing Directors – Class III Directors

John Flavin joined usFreda Lewis-Hall, M.D. Dr. Lewis-Hall served as Senior Medical Advisor to the Chief Executive Officer at Pfizer, a pharmaceutical and biotechnology corporation, until her retirement in March 2020. Prior to this role, Dr. Lewis-Hall was the Chief Patient Officer and Executive Vice President at Pfizer, a multinational pharmaceutical and biotechnology corporation, from January 2019 to January 2020. In this role, Freda worked to extend the reach of Pfizer’s patient-facing health information and education and amplify the patient’s voice inside and outside Pfizer. From 2009-2018 Freda served as Pfizer’s Chief Medical Officer, responsible for the safe, effective and appropriate use of Pfizer medicines and vaccines. Prior to joining Pfizer in 2009, Dr. Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals, Inc., from June 20182008 to May 2009, and Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Co. from 2003 to May 2008. Dr. Lewis-Hall has served as a member of ouron the board of directors of SpringWorks Therapeutics, Inc. since August 2017, Exact Sciences Corporation since November 2020 and Conduit Pharmaceuticals since September 2023. From December 2014 to May 2019. He is one of our co-founders, founding Chairman and an independent director. Since our initial public offering, John serves as a chairman of our board of directors. He is also2017, she served on the Founder and CEO of Portal Innovations, a life sciences venture development engine. Prior to joining us, between April 2018 and February 2020, John was the Chief Financial Officer at Endotronix, Inc., a medical equipment manufacturer. Between September 2013 and April 2018, John was the Head of the Polsky Center for Entrepreneurship and Innovation and the University of Chicago. John has over 20 years of experience in finance, operations, and innovation. John has co-founded and scaled several life sciences companies as President and CFO such as Advanced Life Sciences and MediChem Life Sciences. Mr. Flavin has also co-founded and led transformative life sciences incubators including MATTER and the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. He received his B.S. in Business Administration from Marquette University and his M.B.A. in Finance from Lewis University.

The board of directors of Tenet Healthcare Corporation, and from November 2019 to 2023 on the board of 1Life Healthcare, Inc. Dr. Lewis-Hall earned a B.A. in Natural Sciences from Johns Hopkins University and an M.D. from Howard University College of Medicine.

The Board believes that Mr. FlavinDr. Lewis-Hall is qualified to serve on our board of directors because of his extensiveBoard based on her expertise and experience in the life sciences industry and her leadership experience as a senior executive at various biopharmaceutical companies as well as her educational background.

Recommendation of Our Board

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF SANTHOSH PALANI, PH.D., CFA AS CLASS I DIRECTOR AND JOHN FLAVIN, LARA SULLIVAN, M.D. AND JAKOB DUPONT, M.D. AS CLASS III DIRECTORS.

CORPORATE GOVERNANCE

Director Independence

As our common stock is listed on the Nasdaq, the Company's determination of the independence of directors and director nominees is premised on the definition of “independent director” contained in Nasdaq Rule 5605(a)(2). In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. A director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members and audit committee members must satisfy additional independence criteria under Nasdaq and SEC rules.

Our Board has undertaken a review of the independence of each director and director nominee and has considered whether any of the foregoing has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that, with the exception of our President and Chief Executive Officer, Dr. Sullivan, each member of our Board and each director nominee is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our Board reviewed and discussed information provided by the directors and director nominees with regard to each director’s or director nominee's business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving such non-employee directors described in the section titled “Certain Relationships and Related Party Transactions”.

Leadership Structure of the Board of Directors

Our bylaws and corporate governance guidelines provide our Board with flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. Mr. Flavin currently serves as our Chair of the Board.

As a general policy, our Board believes that separation of the positions of Chairperson of the Board and Chief Executive Officer reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. As such, Dr. Sullivan serves as our President and Chief Executive Officer while Mr. Flavin serves as our Chair of the Board but is not an officer of our company. The Board has concluded that our current leadership structure is appropriate at this time. However, our Board continues to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Board of Directors’ Role in Risk Oversight

One of the key functions of the Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit committee also oversees and continuously monitors our cybersecurity risk profile and assesses potential risk exposure. For more information on our management of cybersecurity risks, please refer to Item 1C, “Cybersecurity,” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 21, 2024. Our Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and risks associated with our governance practices, including those related to emerging topics such as human capital analysis and disclosures and our environmental, sustainability and governance efforts, progress and disclosures. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Research & Development Committee provides guidance to management and the Board on matters relating to our research and development efforts and product pipeline.

Evaluation of the Board of Directors

The Board evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by the Nominating and Corporate Governance Committee. The Board discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board or any committee thereof or of the directors.

Board Diversity Matrix

The table below provides information regarding certain diversity attributes of our directors as of April 26, 2024, with categories as set forth by Nasdaq Listing Rule 5605(f).

Attendance of Directors at Board Meetings and Stockholder Meetings

Our Board held ten meetings during the year ended December 31, 2023. During 2023, each person currently serving as a director attended 75% or more of the total number of meetings of the Board and each committee of which he or she was a member. Each director is also encouraged and expected to attend our annual meetings of stockholders.

Committees of the Board of Directors

The Board has established four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Research and Development Committee. Each committee operates pursuant to a written charter that has been approved by the Board. A copy of the current charter for each committee is available on our website at www.pyxisoncology.com by selecting the “Investors” link and then the “Corporate Governance” link.

The Audit Committee met six times in 2023, the Compensation Committee met eight times in 2023, the Nominating and Corporate Governance Committee met three times in 2023 and the Research & Development Committee met four times in 2023.

Committee Composition

Dr. Palani is not yet appointed to any of the Board committees and may join any of the above committees in future, as deemed appropriate by the Board based on the recommendation of our Nominating and Corporate Governance Committee.

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting processes. The Audit Committee charter defines the responsibilities of the Audit Committee, including:

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934 (“Exchange Act”). Mr. Flavin has served as Chair of the Audit Committee since May 2019. The other members of our Audit Committee are Mr. Civik and Mr. Cline. The Board has determined that each member of our Audit Committee is independent within the meaning of Rule 10A-3 under the Exchange Act. Our Board has also determined that Mr. Flavin is an “audit committee financial expert” as defined by the applicable SEC rules and has the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of Nasdaq.

Compensation Committee

Our Compensation Committee oversees our compensation policies, plans and benefits program. The Compensation Committee charter defines the responsibilities of the Compensation Committee, including:

Our Board has determined that each member of the Compensation Committee is independent under the Nasdaq listing standards and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Research and Development Committee

Our Research and Development Committee provides guidance to management and the Board on matters relating to our research and development efforts and product pipeline. The Research and Development Committee charter defines the responsibilities of the Research and Development Committee, including:

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee oversees and assists the Board in evaluating and recommending nominees for election as directors. The Nominating and Corporate Governance Committee charter defines the responsibilities of the Nominating and Corporate Governance Committee, including:

Our Board has determined that each member of our Nominating and Corporate Governance Committee is independent under the applicable Nasdaq listing standards.

Our Nominating and Corporate Governance Committee also oversees compliance by the Company with respect to certain legal and regulatory obligations applicable to the Company and periodically reviews Company policies and procedures, including:

Board Membership Criteria and Nomination Process

The Board and the Nominating and Corporate Governance Committee will determine the appropriate characteristics, skills and experience for the board of directors as a whole and for its individual members. The Board and the Nominating and Corporate Governance Committee will consider the minimum general criteria set forth below, and may add any specific additional criteria with respect to specific searches, in selecting candidates and existing directors for service on the Board. An acceptable candidate may not fully satisfy all of the criteria, but is expected to satisfy nearly all of them. Our Board and our Nominating and Corporate Governance Committee believe that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics.

In considering candidates, our Board and Nominating and Corporate Governance Committee intend to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of Pyxis Oncology, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. Our Board and Nominating and Corporate Governance Committee review candidates for director nomination in the context of the current composition of the Board, the operating requirements of Pyxis Oncology and the long-term interests of our stockholders. In conducting this assessment, our Board and Nominating and Corporate Governance Committee consider diversity (including race/ethnicity and gender), age, skills, and such other factors as it deems appropriate given the current needs of the Board and Pyxis Oncology to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, our Board and Nominating and Corporate Governance Committee review such directors’ overall service to Pyxis Oncology during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our Board and Nominating and Corporate Governance Committee also determine whether the nominee must be independent for purposes of any stock exchange on which Pyxis Oncology’s common stock is listed.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders and will apply the same standards in considering director candidates recommended by stockholders as it applies to other candidates. Once the Nominating and Corporate Governance Committee receives a recommendation from a stockholder, it may request additional information from the candidate about the candidate’s independence, qualifications and other information that would assist the committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Stockholders may also directly nominate a candidate for director by submitting the candidate's name and relevant information to c/o Corporate Secretary, Pyxis Oncology, Inc., 321 Harrison Avenue, Boston, Massachusetts 02118, pursuant to the advance notice provisions of our bylaws. For more information, please see the section titled “Stockholder Proposals and Nominations.”

Changes in Board of Directors Member Criteria

The Board and Pyxis Oncology wish to maintain a board of directors composed of members who can productively contribute to the success of Pyxis Oncology. From time to time, the Board and/or the Nominating and Corporate Governance Committee may change the criteria for board of director membership to maximize the opportunity to achieve this success. When this occurs, the Board and the Nominating and Corporate Governance Committee will evaluate existing members according to the new criteria. The Board may ask a director who no longer meets the complete criteria for board membership to adjust his or her committee assignments or resign from the Board.

Term Limits and Retirement Age

The Board does not believe it should limit the number of terms for which an individual may serve as a director or set a fixed retirement age. Directors who have served on the Board for an extended period of time are able to provide continuity and valuable insight into Pyxis Oncology, our operations and his leadershipprospects based on their experience in other companies inwith, and understanding of, our industry.history, policies and objectives. The Board believes that, as an alternative to term limits and retirement policies, it can ensure that the Board continues to evolve and adopt new ideas and viewpoints through the director nomination process described above.

Succession Planning

The Nominating and Corporate Governance Committee develops and periodically reviews with the Chief Executive Officer our plan for succession to the offices of our executive officers and makes recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2023, none of the members of our Compensation Committee were or had been an officer or employee of us or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Corporate Governance Guidelines

The Board has adopted our Corporate Governance Guidelines which provide the framework for our corporate governance along with our amended and restated certificate of incorporation, bylaws, committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria and board committee composition. The Corporate Governance Guidelines are available on our website at www.pyxisoncology.com.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our directors and employees. The policy document is available on our website at www.pyxisoncology.com.

Prohibition on Hedging and Pledging of Company Securities

We have a policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Our officers, directors and employees are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our Board or any individual director may send written communications to our Board or such director c/o Corporate Secretary, Pyxis Oncology, Inc., 321 Harrison Avenue, Boston Massachusetts 02118. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our Board, based on the subject matter.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Our Audit Committee has the primary responsibility for the review and approval of any “related person transaction,” which is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which we are, were or will be a participant and the amount involved exceeds $120,000, and in which the related person has, had or will have a direct or indirect material interest. We have adopted a formal, written policy which sets forth the policies and procedures for the review and approval or ratification of related person transaction by the Audit Committee. The Audit Committee will consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.

A related person transaction does not include the compensation arrangements with our directors and executive officers that are described elsewhere in this proxy statement. The related party transactions described below reflect all such transactions since January 1, 2022, and have all been approved pursuant to our existing related party transaction policy.

Pfizer Inc. License Agreement

In December 2020, we entered into the Pfizer License Agreement, which was amended and became effective in March 2021. Pursuant to this agreement, we incurred a combined $25.0 million, consisting of an upfront cash payment of $5.0 million and the issuance of 12,152,145 shares of Series B convertible preferred stock, which was converted into 1,911,015 shares of its common stock upon our IPO in October 2021, with a value of $20.0 million to Pfizer. We are also obligated to pay future contingent payments and royalties under the Pfizer License Agreement.

On October 6, 2022, we entered into the A&R License Agreement, with Pfizer, which amends and restates the Pfizer License Agreement. In accordance with the terms of the A&R License Agreement, the Company issued 2,229,654 shares of its common stock in October 2022, paid $8.0 million to Pfizer in January 2023 and issued 1,811,594 shares of its common stock in March 2023.

Pfizer owns more than 10% of Pyxis Oncology and is considered the principal owner of our company. During the years ended December 31, 2023 and 2022, we incurred $0 and $17.2 million, respectively, of research and development expenses towards licensing fees.

The University of Chicago Agreement

In April 2020, we entered into the University License Agreement, as well as a sponsored research agreement, with the University of Chicago (the “University”). Under the terms of the license, we have the global right to develop and commercialize products that are covered by a valid claim of a licensed patent, incorporate or use the licensed know-how and materials or are known to assess, modulate or utilize the activity of certain specified biological targets. In partial consideration for the license from the University, we issued to the University 48,919 shares of its common stock in 2020.

Pursuant to the University License Agreement, we are obligated to pay potential development and commercial milestones of up to $7.7 million as well as running royalties on net sales of licensed products at varying rates ranging from less than a percent to the low single digits, subject to a minimum annual royalty of up to $3.0 million during certain years following the effective date. We are also obligated to pay the University a percentage of certain sublicensing revenue ranging from low- to mid-teens based on the date of entering into the applicable sublicense.

We incurred $0.2 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively, with regards to the University License Agreement.

DIRECTOR COMPENSATION

The Board engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to provide advice on non-employee director compensation. Based on such review, the Board approved the non-employee director compensation program set forth below for 2023. This program did not change as compared to the 2022 program except with respect to the introduction of cash retainers for the Research and Development Committee.

In addition, our non-employee directors are eligible to receive an annual equity award and an equity award at the time the director joins the Board. The annual equity award for 2023 had a grant date fair value equal to $307,975, while the sign-on equity award had a grant date fair value equal to $505,650.

The vesting schedules for the non-employee director equity awards are as follows;

We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on the Board.

2023 Summary Director Compensation Table

The following table sets forth information for the fiscal year ended December 31, 2023 regarding the compensation awarded to, earned by or paid to each of our non-employee directors serving during 2023. Dr. Sullivan also serves as a member of the Board, but does not receive any additional compensation for her service on the Board. Please see the “2023 Summary Compensation Table” within “Executive Compensation” for a summary of the compensation Dr. Sullivan received for her service as our President and Chief Executive Officer during 2023. As Dr. Palani was appointed to the Board in March 2024, he has been excluded from the compensation table below.

Director Outstanding Equity Awards at Fiscal Year-End 2023

The following table summarizes the equity awards that were outstanding as of Pyxis Oncology since December 2019. Prior31, 2023 for each of our non-employee directors serving during 2023:

EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “emerging growth company” as defined in the JOBS Act, we are not required to joining us, Dr. Sullivaninclude a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Executive Officers

Our executive officers serve at the discretion of our Board. There are no arrangements or understandings between any of our executive officers and any other person pursuant to which he or she is or was to be selected as an officer. The following table sets forth the name and age of each executive officer as of April 26, 2024.

The following is a senior advisor from July 2018 to September 2019 at biographical summary of the experience of our executive officers:

Lara Sullivan, BioAdvisory Services, consulting for biotechnology companies. From September 2017 to June 2018, Dr. Sullivan was Founder and President of SpringWorks Therapeutics, a clinical stage biopharmaceutical company M.D. spun-out from Pfizer. Between February 2011 and September 2017, Dr. Sullivan was at Pfizer, where she led strategy, competitive intelligence and portfolio operations for the company’s early-stage R&D pipeline. Prior to joining Pfizer, Dr. Sullivan was an associate partner at McKinsey & Company, where she specialized in biopharmaceutical R&D productivity and efficiency.As Dr. Sullivan also served as a principal at Paul Capital Partners, where she led due diligenceserves on the Board, please see “Board of Directors” above for healthcare investments, and earlier in her career worked in healthcare equity research and healthcare municipal finance at Credit Suisse First Boston. Lara holds a M.D. from the University of Pennsylvania School of Medicine, a M.B.A. from The Wharton School at the University of Pennsylvania, and a B.A. in Comparative Literature from Cornell University.

The board of directors believes believe thatbiographical information about Dr. Sullivan, is qualified to serve on our board of directors because of her extensive expertisePresident and experience in the life sciences industry, her leadership and management experience and her educational background.

Information Regarding Executive Officers

The biographical information for Lara Sullivan, M.D., our Chief Executive Officer, is set forth above.Officer.

Pamela Connealy. Ms. Connealy has served as our Chief Financial Officer since July 2021.2021 and as our Chief Financial Officer and Chief Operating Officer since March 2023. Ms. Connealy currently serves as a member of the board of directors and Chairman of the audit committee of Orchestra BioMed, Inc., a biotechnology company. From November 2019 to July 2021, Ms. Connealy served as Chief Financial Officer and Chief Human Resources Officer at Immunovant, Inc., a New York based biotechnology company. From August 2018 to November 2019, Ms. Connealy served as the Chief Financial Officer, Chief Operating Officer and Chief Human Resources Officer of Kiva, a San Francisco based nonprofit organization. From April 2014 to June 2018, Ms. Connealy served as Global Head of Talent at the Bill & Melinda Gates Foundation, focusing on talent management, compensation, benefits, and global mobility. From March 2012 to November 2013, she served as Vice President of Business Operations at Salesforce, a software company, and from March 2002 to April 2010, Ms. Connealy served as a Vice President

and Corporate Officer at Genentech, a biotechnology company, with roles including Chief Financial Officer of Research &and Development, Global Head of Procurement and other Commercial and Technology roles. Ms. Connealy currently serves as a member of the board of directors and Chair of the audit committee of Orchestra BioMed, Inc., a biotechnology company.

Ms. Connealy earned a B.S. in Chemistry from Gannon University and aan M.B.A. in Finance from the University of St. Thomas in Houston, Texas.

Jay Feingold,Ken Kobayashi, M.D. Ph.D. joined us inDr. Kobayashi is an experienced medical oncologist, clinical pharmacologist, and senior global life sciences executive with a deep background as a clinician-scientist, regulator, scientific diplomat, and drug developer across the US, Europe, Latin America, and Japan/Asia. From September 2021 and serves2022 to November 2023, Dr. Kobayashi served as our Chief Medical Officer. Prior to joining us, from September 2014President at Small Woods Biopharma Consulting, LLC, a biopharmaceutical consulting company. From June 2021 to September 2021, he was the2022, Dr. Kobayashi served as Senior Vice President, Chief Medical Officer and Head of Oncology Clinical Development, at Kinnate Biopharma, a precision oncology company focused on the discovery, design and development of ADC Therapeutics SA, a commercial-stage biotechnology company.small molecule kinase inhibitors for difficult-to-treat, genomically defined cancers. From 2010March 2019 to 2014, he wasJune 2021, Dr. Kobayashi served as Vice President, of U.S. Medical AffairsEarly Oncology Development and Chairman of theClinical Research, at Pfizer, a pharmaceutical and biotechnology corporation. From October 2016 to March 2019, Dr. Kobayashi served as Executive Director, Global Medical Affairs Oversight CommitteeOncology Research and Development, at Daiichi Sankyo, Company, Ltd. From 2007 to 2010, Dr. Feingold was Vice President of Global Oncology Clinical DevelopmentInc., a pharmaceutical company. His experience also includes roles at the National Cancer Institute and Global Therapy Area Director of Oncology at Wyeth Pharmaceuticals, Inc.the FDA.

Dr. FeingoldKobayashi holds a B.S.an AB from Washington University in biologySt. Louis, Missouri and an M.D. from Stony BrookNorthwestern University and a M.D. and Ph.D. from the Albert Einstein College of Medicine and was trainedMedical School in pediatrics and pediatric hematology and oncology at the University of California Los Angeles Center for the Health Sciences.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF DARREN CLINE AS A CLASS I DIRECTOR.

CORPORATE GOVERNANCE

Director Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period after the completion of its initial public offering. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. A director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members and audit committee members must satisfy additional independence criteria under Nasdaq and SEC rules.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that, with the exception of our Chief Executive Officer, Lara Sullivan, M.D., each member of our board of directors is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. David Steinberg, who served on the board of directors prior to the completion of our initial public offering in October 2021, was not considered independent. Lucio Iannone Ph.D., Gotham Makker M.D. and Christopher O’Donnell Ph.D, each of whom also served on the board of directors prior to the completion of our initial public offering, were deemed independent. Further, Mark Chin, who served on the board of directors from completion of our initial public offering through April 12, 2022 was deemed independent. In making these determinations, our board of directors reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Leadership Structure of the Board of Directors

Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairperson of the board of directors and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Mr. John Flavin currently serves as our Chairman of the board of directors.

As a general policy, our board of directors believes that separation of the positions of Chairman of the Board and Chief Executive Officer reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors as a whole. As such, Dr. Lara Sullivan serves as our Chief Executive Officer and President while Mr. John Flavin serves as our Chairman of the board of directors but is not an officer of our Company. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors continues to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Board of Directors’ Role in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. The board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for

monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and risks associated with our governance practices, including those related to emerging topics such as human capital analysis and disclosures and the Company’s environmental, sustainability and governance efforts, progress and disclosures. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Regarding cybersecurity, the board of directors is briefed by management on cybersecurity matters impacting the Company at least twice a year. The company conducts security assessments of its information technology systems and intends to conduct a formal audit of its information security in the next fiscal year. The company carries insurance coverage for cybersecurity events.

Evaluation of the Board of Directors

The board of directors evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by the nominating and corporate governance committee. The board of directors discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the board of directors or any committee thereof or of the directors.

Board Diversity Matrix

The table below provides information regarding certain diversity attributes of our directors as of April 25, 2022, with categories as set forth by Nasdaq Listing Rule 5605(f).

Meetings of the Board of Directors

Our board of directors held thirteen meetings during the year ended December 31, 2021. During 2021, each person currently serving as a director attended 75% or more of the total number of meetings of the board of directors and each committee of which he or she was a member. Each director is also encouraged and expected to attend the Company’s annual meeting.

Committees of the Board of Directors

Our board of directors has established three standing committees: audit committee, compensation committee and nominating and corporate governance committee. Each committee operates pursuant to a written charter that has been approved by our board of directors. A copy of the current charter for each of the audit committee, compensation committee and nominating and corporate governance committee is available on our website at www.pyxisoncology.com by selecting the “Investors” link and then the “Corporate Governance” link.

The audit committee met four times in 2021, the compensation committee met three times in 2021 and the nominating and corporate governance committee met one time in 2021.

Committee Composition

		Audit Committee		Compensation Committee		Nominating And Corporate Governance Committee
Mark Chin*
Tom Civik
Darren Cline
John Flavin
Freda Lewis-Hall

= Chairperson     = Member

Audit Committee

Our board of directors has an audit committee and our board of directors has adopted an audit committee charter, which defines the audit committee’s principal functions, including oversight related to:Chicago, Illinois.

Our board of directors has determined that each member of our audit committee is independent within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Our board of directors has also determined that Mr. Flavin is an “audit committee financial expert” as defined by the applicable SEC rules and has the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of Nasdaq.

Compensation Committee

Our board of directors has a compensation committee and our board of directors has adopted a compensation committee charter, which defines the compensation committee’s principal functions, including:19

Our board of directors has determined that each member of our nominating and corporate governance committee is independent under the applicable Nasdaq listing standards.

Board Membership Criteria and Nomination Process

The board of directors and the nominating and corporate governance committee will determine the appropriate characteristics, skills and experience for the board of directors as a whole and for its individual members. The board of directors and the nominating and corporate governance committee will consider the minimum general criteria set forth below, and may add any specific additional criteria with respect to specific searches, in selecting candidates and existing directors for service on the board of directors. An acceptable candidate may not fully satisfy all of the criteria, but is expected to satisfy nearly all of them. The board of directors and the nominating and corporate governance committee believe that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics.

In considering candidates, the board of directors and the nominating and corporate governance committee intend to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of Pyxis Oncology, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. The board of directors and the nominating and corporate governance committee review candidates for director nomination in the context of the current composition of the board of directors, the operating requirements of Pyxis Oncology and the long-term interests of our stockholders. In conducting this assessment, the board of directors and the nominating and corporate governance committee consider diversity, age, skills, and such other factors as it deems appropriate given the current needs of the board of directors and Pyxis Oncology to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, the board of directors and the nominating and corporate governance committee review such directors’ overall service to Pyxis Oncology during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the board of directors and the nominating and corporate governance committee also determine whether the nominee must be independent for purposes of any stock exchange on which any of Pyxis Oncology’s capital stock is listed.

The nominating and governance committee will consider director candidates recommended by our stockholders and will apply the same standards in considering director candidates recommended by stockholders as it applies to other candidates. Once the nominating and governance committee receives a recommendation from a stockholder, it may request additional information from the candidate about the candidate’s independence, qualifications and other information that would assist the committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Company’s proxy statement, if nominated.

Stockholders may also directly nominate a candidate for director pursuant to the advance notice provisions of our bylaws. For more information, please see the section entitled “Stockholder Proposals and Nominations.”

Changes in Board of Directors Member Criteria

The board of directors and Pyxis Oncology wish to maintain a board of directors composed of members who can productively contribute to the success of Pyxis Oncology. From time to time, the board of directors and/or the nominating and corporate governance committee may change the criteria for board of directors membership to maximize the opportunity to achieve this success. When this occurs, the board of directors and the nominating and corporate governance committee will evaluate existing members according to the new criteria. The board of directors may ask a director who no longer meets the complete criteria for board membership to adjust his or her committee assignments or resign from the board of directors.

Term Limits and Retirement Age

The board of directors does not believe it should limit the number of terms for which an individual may serve as a director or set a fixed retirement age. Directors who have served on the board of directors for an extended period of time are able to provide continuity and valuable insight into Pyxis Oncology, our operations and prospects based on their experience with, and understanding of, our history, policies and objectives. The board of directors believes that, as an alternative to term limits and retirement policies, it can ensure that the board of directors continues to evolve and adopt new ideas and viewpoints through the director nomination process described above.

Succession Planning

The nominating and corporate governance committee develops and periodically reviews with the Chief Executive Officer our plan for succession to the offices of our executive officers and makes recommendations to the board of directors with respect to the selection of appropriate individuals to succeed to these positions.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2021, none of the members of our compensation committee is or has been an officer or employee of us or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our compensation committee.

Corporate Governance Guidelines

The board of directors has adopted our Corporate Governance Guidelines which provide the framework for our corporate governance along with our amended and restated certificate of incorporation, bylaws, committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. The Corporate Governance Guidelines are available on our website at www.pyxisoncology.com by selecting the “Investors” link and then the “Corporate Governance” link.

Code of Business Conduct and Ethics

We have adopted a code of conduct applicable to our principal executive, financial and accounting officers and all persons performing similar functions. Our code of conduct is available on our principal corporate website at www.pyxisoncology.com.

Prohibition on Hedging and Pledging of Company Securities

The Company has a policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our board of directors or any individual director may send written communications to our board of directors or such director c/o Corporate Secretary, Pyxis Oncology, Inc., 35 Cambridgepark Drive, Cambridge, Massachusetts 02140. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our board of directors, based on the subject matter.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Our audit committee has the primary responsibility for the review, approval and oversight of any “related parson transaction,” which is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which we are, were or will be a participant and the amount involved exceeds $120,000, and in which the related person has, had or will have a direct or indirect material interest. We adopted a written related party transaction policy in connection with our initial public offering. Under our related party transaction policy, our management will be required to submit any related person transaction not previously approved or ratified by our audit committee to our audit committee. In approving or rejecting the proposed transactions, our audit committee will take into account all of the relevant facts and circumstances available.

A related person transaction does not include the compensation arrangements with our directors and executive officers that are described elsewhere in this proxy statement. The related party transactions described below have all been approved pursuant to the Company’s existing related party transaction policy.

Series B Convertible Preferred Stock Financing

In March 2021, we issued a total of 104,812,248 shares of our Series B Convertible Preferred Stock for $1.6458 per share. 92,356,299 of the shares were issued to new and existing stockholders generating $151.6 million in proceeds, net of issuance costs, 12,152,145 shares were issued to Pfizer, Inc. (“Pfizer”) as part of the $20.0 million license expenses under the a license agreement, as amended, (the “Pfizer License Agreement”) for worldwide development and commercialization rights to two of Pfizer’s proprietary ADC product candidates (now referred to as PYX-201 and PYX-203), as well as other ADC product candidates directed to the licensed targets and 303,804 shares were issued to LegoChem Biosciences, Inc. (“LegoChem”) as part of the $0.5 million research and development expenses under the opt-in, investment and additional consideration agreement with LegoChem (the “Opt-In Agreement”). Each 6.359 shares of Series B Convertible Preferred Stock was automatically converted into one share of common stock upon the completion of our initial public offering.

The participants in the Series B Convertible Preferred Stock financing included certain beneficial owners of more than 5% of our capital stock and entities affiliated with certain of our directors, as set forth in the table below:

Amended and Restated Investor Rights Agreement

In March 2021, in connection with the closing of our Series B convertible preferred stock financing, we entered into an Amended and Restated Investor Rights Agreement with certain holders of our capital stock, including with certain beneficial owners of more than 5% of our capital stock and entities affiliated with certain of directors. The Amended and Restated Investor Rights Agreement provides for certain registration rights which survived the completion of our initial public offering, as more fully described in the registration statement filed in connection with our initial public offering.

Pfizer, Inc. License Agreement

In December 2020, we entered into a license agreement with Pfizer, which was amended and became effective for the Company in March 2021. Pursuant to this agreement, we incurred a combined $25.0 million, consisting of an upfront fee equal to a cash payment of $5.0 million and the issuance of 12,152,145 shares of Series B Convertible Preferred Stock, with a value of $20.0 million in 2021 to Pfizer and are obligated to pay future contingent payments and royalties.

DIRECTOR COMPENSATION

In connection with our initial public offering, the board of directors engaged Pearl Meyer & Partners, LLC, an independent compensation consultant, to provide advice on non-employee director compensation. Based on such review, the board of directors approved the following non-employee director compensation program:

In addition, our non-employee directors are eligible to receive an annual option award and an option award at the time the director joins our board of directors. The annual stock option award is expected to have a grant date fair value expected not to exceed $270,000, while the sign-on stock option award granted at the time of initial public offering had a grant date fair value of approximately $540,000.

In connection with the adoption of the non-employee director compensation program, our board of directors granted a pre-offering stock option award with respect to 15,725 shares of our common stock to each of Messrs. Chin, Civik, Cline and Flavin and Ms. Lewis-Hall, which options will vest one-third on the first anniversary of the commencement of their service on our board of directors and then in 24 equal monthly installments over the next two years, subject to the director’s continued service through the applicable vesting date. In addition, in connection with our initial public offering, each non-employee director received a stock option award with respect to 42,191 shares of our common stock. These stock options vest as to 1/3 of the shares subject to the option on the date of each annual stockholder meeting following the grant date, subject to the director’s continued service through the applicable vesting date.

Fiscal 2021 Director Compensation Table

The following table sets forth information for the fiscal year ended December 31, 2021 regarding the compensation awarded to, earned by or paid to our non-employee directors. Dr. Sullivan also serves as a member of our board of directors but does not receive any additional compensation for her service on our board of directors. Please see the “2021 Summary Compensation Table” for a summary of the compensation Dr. Sullivan received for her service as our Chief Executive Officer during 2021.

EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Overview

Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices. In the case of newly hired executive officers, their compensation is primarily determined based on the negotiations of the parties as well as our historical compensation practices. For 2021,2023, the material elements of our executive compensation program were base salary, annual cash bonuses and equity-based compensation in the form of stock options and, in the case of one of our named executive officers, restricted stock units (“RSU”). In connection with our initial public offering, our board of directorscompensation. Our Board engaged Pearl Meyer & Partners, LLC, an independent compensation consultant, to assist it in itswith the evaluation of our executive compensation program.

This section provides a discussion of the compensation paid or awarded to our President and Chief Executive Officer and our two other most highly compensated executive officers as of December 31, 2021.2023 and one former executive officer of the Company. We refer to these individuals as our “named executive officers.”officers”. For 2021,2023, our named executive officers were:

Compensation of Named Executive Officers

Base Salary.Salary. Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each executive officer’s functional specialty and scope of responsibility and accountability with us. In connection withThe Compensation Committee periodically reviews the base salaries of our initial public offering,executive officers, including our named executive officers, and adjusts (or, in the Company entered into an amended employment letter agreement with Dr. Sullivan which increased hercase of our Chief Executive Officer, may recommend adjustments for approval by the Board) as necessary to reflect changes in the scope of the executive officer’s performance, contributions, responsibilities, prior salary level, position and market conditions. The annual base salary to $565,000. The base salaries for each of Dr. Sullivan, Ms. Connealy, Dr. Kobayashi and Dr. Feingold were set atfor the time they joined the Company at $430,000fiscal year ended December 31, 2023 was $625,000, $473,000, $500,000 and $500,000 respectively. Please see the “Salary” column in the 2021“2023 Summary Compensation TableTable” for the base salary amounts earned by the named executive officers in 2021.2023.

Annual Cash Bonuses.Bonuses. Historically, we have provided our senior leadership teamwith short-term incentive compensation through our annual cash bonus plan. Annual bonus compensation holds executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture.motivates our executive officers to achieve annual corporate and individual performance objectives. Our annual cash bonus plan provides cash incentive award opportunities for the achievement of annual performance goals established by our board of directorsthe Board at the beginning of each fiscal year. Dr. Sullivan does not have individual performance objectives as she is viewed as more directly responsible for the achievement of our corporate objectives.

Each of our named executive officers are eligible to receive an annual performance cash bonus based on the achievement of pre-established corporate and, in the case of Ms. Connealy and Dr. Kobayashi, individual objectives as determined by the Board and our Compensation Committee, in consultation with the Pearl Myer and upon review of the recommendations of Dr. Sullivan for our other named executive officers. The payment of awards under the 20212023 annual cash bonus plan applicable to the named executive officers was subject to the attainment of corporate goals for our President and Chief Executive Officer and a combination of corporate and individual goals, weighted 70%80% and 30%20%, respectively, for our other named executive offices.officers. The corporate component of the annual cash bonus plan was determined based on a number of goals relating to (i) clinical development

of our product pipeline, weighted 55% with a stretch goal of up to 10%80%, (ii) business development and finance objectives,preclinical support for our lead product candidates, weighted 30% with a stretch goal of up to 10% and (iii) organizationinvestor and business operations, goals, weighted 15%10%. The individual goals for Ms. Connealy and Dr. FeingoldKobayashi were pre-established goals determined based on their functional areas of responsibility.

In connection with our initial public offering, we entered into an amended employment letter agreement with Dr. Sullivan which increasedAt the amountbeginning of herthe performance year, each officer is assigned a target annual bonus from 40%opportunity expressed as a percentage of base salary to 55% ofhis or her base salary. Ms. Connealy’sActual bonus payments may be higher or lower than the target bonus amount, as determined by the Board and Dr. Feingold’sthe Compensation Committee, based on the achievement of the pre-established corporate and, if applicable, individual objectives. The target bonus target,opportunities, as a percentage of base salary, were established at the time they joined the Company. The 2021 target bonus, as a percentage of base salary, was 55%in 2023 for Dr. Sullivan, 40% for Ms. Connealy, Dr. Kobayashi and 45% for Dr. Feingold.Feingold were 60%, 45%, 40% and 40%, respectively. Based on our 20212023 performance, our compensation committeethe Compensation Committee awarded payouts under our annual cash bonus program in a total payout of 110%100% of the target bonus opportunity. Please see the “Non-Equity Incentive Compensation” column in the 2021 Summary Compensation Table for

In determining the amount of the annual cash bonuses, earned bythe Compensation Committee determines the level of achievement of the corporate goals and, if applicable, individual goals for the year. In determining the level of achievement for our named executive officers other than Dr. Sullivan, the Compensation Committee also reviews and considers the recommendations of Dr. Sullivan. These achievement levels are used to determine each named executive officerofficer’s bonus. Based on our 2023 performance, our Compensation Committee awarded payouts under our annual cash bonus program in 2021.a total payout of 100% of the target bonus opportunity for each of the continuing named executive officers. Dr. Feingold terminated employment with us prior to December 31, 2023 and, as such, did not receive an annual bonus for 2023.

Stock Options.Actual bonus amounts paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table” below.

Other Bonuses. From time to time the Board or the Compensation Committee or board may approve discretionary cash bonuses for our named executive officers based on individual performance, company performance or as otherwise determined appropriate. In April 2022, the Compensation Committee and the Board awarded Dr. Sullivan a one-time cash bonus of $200,000 subject to her continued employment for one year, which was paid in April 2023.

Equity Awards. To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, we have historically grantedgrant equity compensation to our named executive officers. In 2023, our named executive officers received equity grants in the form of stock options. Stock optionsRSUs with a combination of one-year and four-year vesting schedules. In connection with his appointment to Chief Medical Officer in November 2023, we also granted to the named executive officers generally vest 25% on the one-year anniversary of the vesting commencement date and then in 36 equal monthly installments over the next three years. Stock option awards granted prior to our initial public offering allowed option exercise prior to vesting to receive restricted stock subject to the same vesting conditions as the option.

In January 2021, our board of directors amended the vesting schedules applicable to theDr. Kobayashi stock options held by Dr. Sullivan. Under the original vesting schedule applicable to her options, Dr. Sullivan’s options were to vest 25% on the one-year anniversary of the vesting commencement date and in 48 equal monthly installments thereafter, subject to Dr. Sullivan’s continued service through the applicable vesting date. Under the amended vesting schedule, Dr. Sullivan’s optionsthat will vest 25% onupon the one-year anniversaryachievement of the vesting commencement date and then in 36 equal monthly installments thereafter, subjectcertain clinical milestones related to Dr. Sullivan’s continued service through the applicable vesting date.

Dr. Sullivan received option grants in March 2021 with respect to 990,461 shares, vesting in 48 monthly installments based on the recipient’s continued service through the applicable vesting date.data disclosure for PYX-201. In addition, Dr. Sullivan wasduring 2023, the Compensation Committee granted options with respect to 61,825 shares in September 2021, which vest 25% on the one-year anniversary of the date of the closing of the initial public offering and then in 36 equal monthly installments over the next three years. Dr. Sullivan’s amended employment letter agreement provided that, on the day before the first to occur of the date on which (i) the Company has registered a class of securities pursuant to Section 12(b) or subject to Section 15(d) of the Exchange Act, or (ii) the Company is subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act, Dr. Sullivan would be granted an option award with respect to a number of shares of our common stock such that the aggregate number of shares subject to such option and the option awards previously grantedRSUs to Dr. Sullivan would equal 6% ofand Ms. Connealy on September 7, 2023, with the total outstanding shares of the CompanyRSUs vested as of such date, on a fully diluted basis. Two-thirds of the shares subject to such option are scheduled to vest 25% on the first anniversary of the grant date and in 36 equal monthly installments thereafter and one-thirddate. of the shares is scheduled to vest on the fourth anniversary of the grant date. On October 7, 2021, Dr. Sullivan received this option grant with respect to 962,289 shares of the Company’s common stock.

Under the terms of Ms. Connealy’s employment letter agreement, Ms. Connealy received an option to purchase 1.25% of shares of the Company’s common stock (the “Initial Option Grant”), aggregated to 322,265 stock options, vesting 25% on the first anniversary of Ms. Connealy’s start date, and thereafter in 36 equal, monthly installments, subject to her continued employment through the applicable vesting date. In addition, the letter agreement provided that on the 60th day following the first to occur of the date on which (i) the Company has registered a class of securities pursuant to Section 12(b) or subject to Section 15(d) of the Exchange Act, or (ii) the Company is subject to the periodic and current reporting requirements of Section 13 or 15(d) of the

Exchange Act (each such date, the “Measurement Date”), Ms. Connealy would be granted an additional option to purchase the number of shares of Company common stock such that the number of shares subject to this option plus the number of shares subject to the Initial Option Grant will equal 1% of the total outstanding shares of the Company on the Measurement Date (the “Additional Option Grant”), subject to a Market Cap Limitation described below. The term “Market Cap Limitation” means, if the Measurement Date is on or before the nine-month anniversary of Ms. Connealy’s employment commencement date, a Market Cap (as defined below) of $1,000,000,000, or if the Measurement Date is after the nine-month anniversary of the employment commencement date, a Market Cap of $2,000,000,000. The term “Market Cap” means, as calculated on a daily basis during the 60-day period ending on the Measurement Date, the averages of the closing per share price of the Company’s common stock multiplied by the number of outstanding shares of the Company as of such day. If the Company exceeds the applicable Market Cap Limitation, then the Additional Option Grant will be reduced (if any) so that the Black-Scholes value of the Initial Option Grant and the Additional Option Grant is equal to 1% of the applicable Market Cap Limitation. Any Additional Option Grant will vest on the same basis as the Initial Option Grant. On December 6, 2021, Ms. Connealy received the Additional Option Grant with respect to 52,944 shares of the Company’s common stock. In addition, Ms. Connealy was granted options with respect to 10,304 shares in September 2021, which vest 25% on the one-year anniversary of the date of the closing of the initial public offering and then in 36 equal monthly installments over the next three years.

Under the terms of Dr. Feingold’s employment letter agreement, in connection with his commencement of employment, he was granted an option to purchase 157,257 shares of our common stock, which option will vest 25% on the first anniversary of his start date and in 36 equal monthly installments thereafter. In addition, pursuant to his employment letter agreement, Dr. Feingold was also granted a RSU award with a grant date fair value of $700,000 at the time of the Company’s initial public offering, which award will vest 25% on the first anniversary of his start date and in 36 equal monthly installments thereafter. As a result, on October 7, 2021, Dr. Feingold received an RSU with respect to 43,750 shares of our common stock, vesting 25% on September 13, 2022 and in 36 equal monthly installments thereafter. In addition, Dr. Feingold’s letter agreement also provided that, on the day before the first to occur of the date on which (i) the Company had registered a class of securities pursuant to Section 12(b) or subject to Section 15(d) of the Exchange Act, or (ii) the Company was subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act, Dr. Feingold would be granted an option award with respect to a number of shares of our common stock such that the aggregate number of shares subject to such option and the option and RSU awards previously granted to Dr. Feingold would equal 1.7% of the total outstanding shares of the Company as of such date, on a fully diluted basis. As a result, on October 7, 2021, Dr. Feingold received an option to purchase 436,929 shares of our common stock, vesting 25% on September 13, 2022 and in 36 equal monthly installments thereafter. In addition, Dr. Feingold was granted options with respect to 17,517 shares in September 2021, which vest 25% on the one-year anniversary of the date of the closing of the initial public offering and then in 36 equal monthly installments over the next three years.

Please see the Outstanding“Outstanding Equity Awards at 2021 Fiscal Year-End2023 Year-End” table for a summary offurther information regarding the outstanding equity awards held by each of the named executive officers.

On March 24, 2023 and in accordance with the terms of the Pyxis Oncology, Inc. 2019 Equity and Incentive Plan (the “2019 Plan”), the Board approved a stock option repricing (the “Repricing”) where the exercise price of each outstanding stock option issued to our current employees prior to our IPO was reduced to $2.21 per share, the closing stock price on the date of approval by the Board. The Board believes that the Repricing was in the best interests of the Company, as the amended stock options provide added incentives to retain and motivate key contributors to the Company without incurring the stock dilution resulting from significant additional equity grants or significant additional cash expenditures resulting from additional cash compensation. The Board also believed that the Repricing better aligned the interests of the key contributors with our goals.

As a result of the Repricing, the exercise prices for the following options held by each of the named executive officers were adjusted to $2.21 per share: Dr. Sullivan, 1,052,286 stock options; Ms. Connealy, 332,569 stock options; and Dr. Feingold, 174,774 stock options (of which 126,765 were forfeited upon Dr. Feingold’s resignation). Except for the reduction in the exercise prices, all outstanding stock options will continue to remain outstanding in accordance with their current terms and conditions as set forth in the 2019 Plan and the applicable award agreements.

Upon Dr. Feingold’s registration, all unvested options and RSUs granted to Dr. Feingold were canceled on his termination date. Additionally, all vested and unexercised options were subsequently forfeited 90 days after his termination date, in accordance with our equity incentive plans.

Clawback Policy

To comply with the Dodd-Frank Act and Nasdaq listing standards, we have adopted an incentive compensation recoupment policy, or “clawback” policy, which applies to our current and former executive officers, within the meaning of Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, who were employed by us or a subsidiary of us during the applicable recovery period. Under the policy, in the event that the financial results upon which a cash or equity-based incentive award was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the Compensation Committee will conduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as restated. The policy covers any cash or equity-based incentive compensation award that was paid, earned or granted to a covered officer during the last completed three fiscal years immediately preceding the date on which we are required to prepare the accounting restatement. The Company’s clawback policy was filed as ofan exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.