Companies CytomX Therapeutics, Inc.
CytomX Therapeutics (CTMX): executive pay, fiscal 2025
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CEO pay, last three years
- $2,611,138FY2023
- $1,752,802FY2024
- $4,738,495FY2025
CEO total pay was $4,738,495 in fiscal 2025, up from $1,752,802 in fiscal 2024.
FY2025: salary $675,290 · stock awards $1,150,463 · option awards $2,158,170
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Sean McCarthy | $675,290 | — | $1,150,463 | $2,158,170 | $749,572 | $0 | $5,000 | $4,738,495 |
| Chief Executive Officer and Chairman of the Board of Directors | ||||||||
| Rachael Lester | 77,019 | 120,000 | — | 1,993,355 | 44,500 | 0 | 0 | 2,234,874 |
| Senior Vice President and Chief Business Officer | ||||||||
| Chris Ogden | 478,650 | — | 224,928 | 446,369 | 387,684 | 0 | 5,000 | 1,542,631 |
| Senior Vice President, and Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Sean McCarthy | $4,738,495 | $1,752,802 | — | ↑ +2,985,693 |
| Rachael Lester | 2,234,874 | — | — | — |
| Chris Ogden | 1,542,631 | 914,279 | — | ↑ +628,352 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Compensation Committee's objective is to have compensation programs and practices that are competitive with our peers and industry through a mix of cash (base salary and annual, performance-based cash incentive bonuses) and long-term incentives (equity awards).
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Sean A. McCarthy D. Phil | OPTION | 2025-02-05 | — | — | 390,000 | — | $336,960 |
| Chris Ogden | OPTION | 2025-02-05 | — | — | 340,000 | — | 293,760 |
| Sean A. McCarthy D. Phil | OPTION | 2025-02-05 | — | — | 800,000 | — | 691,200 |
| Chris Ogden | OPTION | 2025-02-05 | — | — | 225,000 | — | 194,400 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Sean A. McCarthy D. Phil | $0 | $0 | $1,028,160 | 0.0% |
| Chris Ogden | 0 | 0 | 488,160 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Chris Ogden | Option | 608 | 4.13 | — |
| Chris Ogden | RSU | 1,822 | — | 7,762 |
| Chris Ogden | RSU | 8,333 | — | 35,499 |
| Chris Ogden | RSU | 11,666 | — | 49,697 |
| Sean McCarthy | RSU | 18,750 | — | 79,875 |
| Sean McCarthy | Option | 18,750 | 4.13 | — |
| Chris Ogden | Option | 21,875 | 2.59 | — |
| Chris Ogden | RSU | 26,666 | — | 113,597 |
| Sean McCarthy | RSU | 35,000 | — | 149,100 |
| Chris Ogden | PSU | 37,500 | — | 38,625 |
| Chris Ogden | PSU | 37,500 | — | 159,750 |
| Chris Ogden | PSU | 39,150 | — | 166,779 |
| Chris Ogden | RSU | 44,000 | — | 187,440 |
| Chris Ogden | Option | 46,875 | 1.49 | — |
| Chris Ogden | RSU | 57,500 | — | 244,950 |
| Sean McCarthy | RSU | 60,000 | — | 255,600 |
| Chris Ogden | Option | 67,084 | 0.86 | — |
| Chris Ogden | Option | 73,360 | 2.9 | — |
| Chris Ogden | Option | 80,209 | 1.68 | — |
| Sean McCarthy | Option | 91,875 | 2.59 | — |
| Sean McCarthy | PSU | 130,000 | — | 553,800 |
| Chris Ogden | Option | 178,125 | 0.86 | — |
| Sean McCarthy | RSU | 180,000 | — | 766,800 |
| Sean McCarthy | RSU | 195,000 | — | 830,700 |
| Sean McCarthy | Option | 218,750 | 1.68 | — |
| Sean McCarthy | Option | 227,500 | 0.86 | — |
| Sean McCarthy | PSU | 285,000 | — | 1,214,100 |
| Sean McCarthy | Option | 534,375 | 2.9 | — |
| Sean McCarthy | Option | 633,334 | 0.86 | — |
| Rachael Lester | Option | 650,000 | 3.74 | — |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Matthew P. YoungIndependent · Audit | $80,000 | — | $87,514 | — | — | $167,514 |
| Halley GilbertIndependent · Audit · Nominating and Corporate Governance | 55,500 | — | 87,514 | — | — | 143,014 |
| James R. MeyersIndependent · Compensation | 52,000 | — | 87,514 | — | — | 139,514 |
| Elaine V. JonesIndependent · Compensation · Nominating and Corporate Governance | 50,000 | — | 87,514 | — | — | 137,514 |
| Mani MohindruIndependent · Audit | 49,000 | — | 87,514 | — | — | 136,514 |
| Alan AshworthIndependent · Nominating and Corporate Governance | 44,000 | — | 87,514 | — | — | 131,514 |
Board fee structure and ownership guideline
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,000 / 8,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $330,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $330,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names CytomX Therapeutics as a peer
Companies that benchmark against CTMX
7 companies name CTMX as a compensation peer
- Adverum Biotechnologies, Inc.ADVMFY2024
- Amylyx Pharmaceuticals, Inc.AMLXFY2025
- ASSEMBLY BIOSCIENCES, INC.ASMBFY2025
- KYNTRA BIO, INC.FGENFY2025
- Mersana Therapeutics, Inc.MRSNFY2024
- Personalis, Inc.PSNLFY2025
- Shattuck Labs, Inc.STTKFY2025
Each company listed discloses CTMX in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CTMX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | CytomX Therapeutics, Inc. | 2025 | Sean McCarthy | $675,290 | $1,150,463 | $2,158,170 | $749,572 | $4,738,495 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-17 | 147,127,715 | 1,722,679 | 154,568 | 98.84% | Passed |
| 2025 | 2025-06-11 | 22,996,805 | 5,349,691 | 193,109 | 81.13% | Passed |
| 2024 | 2024-05-15 | 27,396,411 | 1,905,835 | 61,704 | 93.5% | Passed |
| 2023 | 2023-06-14 | 22,139,070 | 1,486,286 | 938,849 | 93.71% | Passed |
| 2022 | 2022-06-15 | 38,370,175 | 2,802,911 | 84,687 | 93.19% | Passed |
| 2021 | 2021-06-16 | 44,894,304 | 2,503,266 | 897,938 | 94.72% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-17 | 98.84%a |
| 2025 | 2025-06-11 | 81.13%b |
| 2024 | 2024-05-15 | 93.5%c |
a. Approved under the standard stated in the filing — “• For Proposal 6, being the non-binding advisory vote to approve the compensation of our named executive officers, the proposal must receive a "For" vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast including votes "Against" and excluding abstentions and broker non-votes.”.
b. Approved under the standard stated in the filing — “• For Proposal 4, being the non-binding advisory vote to approve the compensation of our named executive officers, the proposal must receive a "For" vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast excluding abstentions and broker non-votes.”.
c. Approved under the standard stated in the filing — “• For Proposal 4, being the non-binding advisory vote to approve the compensation of our named executive officers, the proposal must receive a "For" vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast excluding abstentions and broker non-votes.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 30 : 1 |
|---|---|
| CEO total compensation | $4,738,495 |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Chris Ogden | Chief Financial Officer | 2026-06-15 | D | 1,624 | $3 | $4,953 | Common | Form 4 ↗ |
| Elaine V. Jones | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Alan Ashworth | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Halley Gilbert | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James R. Meyers | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Mani Mohindru | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Matthew P. Young | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Zhen Su | Director | 2026-06-17 | A | 59,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Charles S. Fuchs | Director | 2026-07-24 | A | 118,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Alejandra Carvajal | Chief Legal Officer | 2026-08-03 | A | 450,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Alejandra Carvajal | Chief Legal Officer | 2026-08-03 | A | 100,000 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (32 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Sean McCarthy. DEF 14A, filed 2026-04-30. Section “EXECUTIVE COMPENSATION TABLES” · page 53. As printed: 4,738,495. View filing ↗
- Section 01, Rachael Lester. DEF 14A, filed 2026-04-30. Section “EXECUTIVE COMPENSATION TABLES” · page 53. As printed: 2,234,874. View filing ↗
- Section 01, Chris Ogden. DEF 14A, filed 2026-04-30. Section “EXECUTIVE COMPENSATION TABLES” · page 53. As printed: 1,542,631. View filing ↗
- Section 03, Sean A. McCarthy D. Phil OPTION. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Chris Ogden OPTION. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Sean A. McCarthy D. Phil OPTION. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Chris Ogden OPTION. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-30. Section “CEO Pay Ratio”. As printed: 30 : 1. View filing ↗
- Section 08, Matthew P. Young. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 167,514. View filing ↗
- Section 08, Halley Gilbert. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 143,014. View filing ↗
- Section 08, James R. Meyers. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 139,514. View filing ↗
- Section 08, Elaine V. Jones. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 137,514. View filing ↗
- Section 08, Mani Mohindru. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 136,514. View filing ↗
- Section 08, Alan Ashworth. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 131,514. View filing ↗
- Section 02, Chris Ogden 2026-06-15. Form 4, filed 2026-06-17. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Elaine V. Jones 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Alan Ashworth 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Halley Gilbert 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James R. Meyers 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mani Mohindru 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Matthew P. Young 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Zhen Su 2026-06-17. Form 4, filed 2026-06-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Charles S. Fuchs 2026-07-24. Form 4, filed 2026-07-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Alejandra Carvajal 2026-08-03. Form 4, filed 2026-08-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Alejandra Carvajal 2026-08-03. Form 4, filed 2026-08-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-22. Item 5.07 · say-on-pay result. As reported: 98.84% (votes for as printed: 147,127,715). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-13. Item 5.07 · say-on-pay result. As reported: 81.13% (votes for as printed: 22,996,805). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-17. Item 5.07 · say-on-pay result. As reported: 93.5% (votes for as printed: 27,396,411). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 330,500 + equity 0 + all other 0 = 330,500, summed across the director compensation table rows.
- CytomX Therapeutics, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in CytomX Therapeutics, Inc.'s own proxy. As printed: 4,738,495. View filing ↗