Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
Resignation of Director
On December 19, 2018, Hoyoung Huh, M.D., Ph.D., notified the Board of Directors (the “Board”) of CytomX Therapeutics, a Delaware corporation (the “Company”) of his decision to resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective December 31, 2018. Dr. Huh’s resignation is not due to any disagreement with the Company, the Board or the management of the Company. The Company expects to enter into a consulting arrangement with Dr. Huh, pursuant to which he would serve as a special advisor to the Chief Executive Officer of the Company.
In addition, the Board has appointed Sean McCarthy, D.Phil., President and Chief Executive Officer of the Company, to serve as Chair of the Board effective from January 1, 2019, to serve in such capacity until the earlier of his successor being duly elected and qualified or his death, resignation or removal.
The Board has also appointed Matthew P. Young to serve as Lead Independent Director of the Board and as Chair of the Nominating and Corporate Governance Committee of the Board, effective from January 1, 2019.
(d)
Appointment of Director
On December 19, 2018, James R. Meyers was appointed to the Board of the Company, effective December 20, 2018, as a Class III director, with an initial term expiring at the Company’s 2021 annual meeting of stockholders, filling a vacancy.
Mr. Meyers will receive the Company’s standardnon-employee director compensation as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2018. Pursuant to this program, upon appointment to the Board, Mr. Meyers received an option under the Company’s 2015 Equity Incentive Plan to purchase 28,000 shares of the Company’s common stock with an exercise price of the closing price of the Company’s common stock on December 20, 2018, the date of Mr. Meyer’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 Mr. Meyers’ continued service to the Company through each applicable vesting date. The Company is entering into an indemnification agreement with Mr. Meyers, the form of which was filed as Exhibit 10.16 to the Company’s Registration Statement on FormS-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 Mr. Meyers had or will have a direct or indirect material interest. There are no arrangements or understandings between Mr. Meyers and the Company or any other persons pursuant to which Mr. Meyers was appointed as a director of the Company.
On December 20, 2018, the Company issued a press release announcing the events described above, which is furnished herewith as Exhibit 99.1.
