CEO Sean McCarthy was paid $4,738,495 in fiscal year 2025, ↑ up 170.3% from fiscal year 2024 (SEC filing 0001140361-26-018237 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$4,738,495 ↑ Sean McCarthy total, FY2025 | — CEO pay percentile vs peers | 30:1 CEO-to-median pay ratio | 98.84% Say-on-pay support, latest vote |
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CTMX's next annual pay disclosure, estimated April 30, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Sean McCarthy | $675,290 | $0 | $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 | 0 | 1,993,355 | 44,500 | 0 | 0 | 2,234,874 |
| Senior Vice President and Chief Business Officer | ||||||||
| Chris Ogden | 478,650 | 0 | 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.
| 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.
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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.
No insider equity transactions reported since the proxy statement.
| 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 |
| 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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Chris Ogden | Option | 46,875 | 1.49 | — |
| Chris Ogden | RSU | 8,333 | — | 35,499 |
| Chris Ogden | RSU | 26,666 | — | 113,597 |
| Chris Ogden | Option | 178,125 | 0.86 | — |
| Chris Ogden | RSU | 57,500 | — | 244,950 |
| Chris Ogden | RSU | 44,000 | — | 187,440 |
| Chris Ogden | PSU | 39,150 | — | 166,779 |
| Chris Ogden | PSU | 37,500 | — | 159,750 |
| Chris Ogden | RSU | 11,666 | — | 49,697 |
| Chris Ogden | RSU | 1,822 | — | 7,762 |
| Chris Ogden | Option | 608 | 4.13 | — |
| Chris Ogden | Option | 21,875 | 2.59 | — |
| Chris Ogden | Option | 80,209 | 1.68 | — |
| Chris Ogden | Option | 67,084 | 0.86 | — |
| Chris Ogden | Option | 73,360 | 2.9 | — |
| Rachael Lester | Option | 650,000 | 3.74 | — |
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 |
| 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.
| 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. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
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.
| Ratio (CEO : median employee) | 30 : 1 |
|---|---|
| CEO total compensation | $4,738,495 |
| Median employee 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 |
| 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 | — |
| 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.
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 | 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.
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Sean McCarthy | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “EXECUTIVE COMPENSATION TABLES” · page 53. As printed: 4,738,495. Filing ↗machine: r2 · c24 · span 739353–739362 |
| 2 | Section 01, Rachael Lester | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “EXECUTIVE COMPENSATION TABLES” · page 53. As printed: 2,234,874. Filing ↗machine: r8 · c24 · span 765209–765218 |
| 3 | Section 01, Chris Ogden | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “EXECUTIVE COMPENSATION TABLES” · page 53. As printed: 1,542,631. Filing ↗machine: r5 · c24 · span 752434–752443 |
| 4 | Section 03, Sean A. McCarthy D. Phil OPTION | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 614372–614379 |
| 5 | Section 03, Chris Ogden OPTION | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 621606–621613 |
| 6 | Section 03, Sean A. McCarthy D. Phil OPTION | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 610816–610823 |
| 7 | Section 03, Chris Ogden OPTION | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 618184–618191 |
| 8 | Section 07, pay ratio | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “CEO Pay Ratio”. As printed: 30 : 1. Filing ↗ |
| 9 | Section 08, Matthew P. Young | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Director Compensation”. As printed: 167,514. Filing ↗machine: span 637050–637229 |
| 10 | Section 08, Halley Gilbert | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Director Compensation”. As printed: 143,014. Filing ↗machine: span 642771–642950 |
| 11 | Section 08, James R. Meyers | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Director Compensation”. As printed: 139,514. Filing ↗machine: span 639045–639224 |
| 12 | Section 08, Elaine V. Jones | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Director Compensation”. As printed: 137,514. Filing ↗machine: span 640777–640956 |
| 13 | Section 08, Mani Mohindru | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Director Compensation”. As printed: 136,514. Filing ↗machine: span 635324–635503 |
| 14 | Section 08, Alan Ashworth | DEF 14A | 2026-04-30 | 0001140361-26-018237 | Section “Director Compensation”. As printed: 131,514. Filing ↗machine: span 644501–644680 |
| 15 | Section 06, 2026 vote | Form 8-K | 2026-06-22 | 0001193125-26-277631 | Item 5.07 · say-on-pay result. As reported: 98.84% (votes for as printed: 147,127,715). Filing ↗ |
| 16 | Section 06, 2025 vote | Form 8-K | 2025-06-13 | 0001193125-25-140739 | Item 5.07 · say-on-pay result. As reported: 81.13% (votes for as printed: 22,996,805). Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-05-17 | 0001193125-24-141699 | Item 5.07 · say-on-pay result. As reported: 93.5% (votes for as printed: 27,396,411). Filing ↗ |
| 18 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 19 | 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).machine: formula: sums + PSU ratio |
| 20 | Section 09b board cost (computed) | Computed | — | — | Cash 330,500 + equity 0 + all other 0 = 330,500, summed across the director compensation table rows.machine: formula: Σ = 330,500 |
| 21 | CytomX Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-30 | 0001140361-26-018237 | CEO total compensation as printed in CytomX Therapeutics's own proxy. As printed: 4,738,495. Filing ↗machine: r2 · c24 · span 739353–739362 |
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