Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2021, Alan Ashworth, Ph.D., FRS was appointed to the Board of
Directors (the "Board") of CytomX Therapeutics, Inc. (the "Company"), effective
September 29, 2021, as a Class III director, with an initial term expiring at
the Company's 2024 annual meeting of stockholders, filling a vacancy.
Dr. Ashworth will receive the Company's standard non-employee director
compensation as described under "Director Compensation" in the Company's
preliminary proxy statement filed with the Securities and Exchange Commission on
April 28, 2021. Pursuant to this program, upon appointment to the Board,
Dr. Ashworth will receive an option under the Company's 2015 Equity Incentive
Plan to purchase 40,000 shares of the Company's common stock with an exercise
price of the closing price of the Company's common stock on September 29, 2021,
the effective date of Dr. Ashworth's appointment. The option will vest and
become exercisable as to 1/36th of the shares subject to the option on each
monthly anniversary of the date of appointment to the Board, subject to
Dr. Ashworth's continued service to the Company through each applicable vesting
date.
In connection with Dr. Ashworth's appointment to the Board, the Company will
enter into an indemnification agreement with Dr. Ashworth in accordance with the
Company's standard practice and pursuant to the form previously approved by the
Board and the Company's stockholders, which form was filed as Exhibit 10.16 to
the Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on August 28, 2015.
There have not been any transactions since the beginning of the Company's last
fiscal year, nor are there any proposed transactions, in which the Company was
or is to be a participant involving amounts exceeding $120,000 and in which
Dr. Ashworth had or will have a direct or indirect material interest. There are
no arrangements or understandings between Dr. Ashworth and the Company or any
other persons pursuant to which Dr. Ashworth was appointed as a director of the
Company.
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