UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

CytomX Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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151 Oyster Point Boulevard, Suite 400

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2025

AT 1:30 P.M. PACIFIC TIME

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of CytomX Therapeutics, Inc., a Delaware corporation (the “Company” or “CytomX”). The 2025 Annual Meeting of Stockholders will be held on June 11, 2025, at 1:30 p.m., Pacific Time. The 2025 Annual Meeting of Stockholders will be convened and held entirely online to support and facilitate stockholder participation. You will be able to attend and participate online in the 2025 Annual Meeting of Stockholders by visiting www.virtualshareholdermeeting.com/CTMX2025, where you will be able to listen to the meeting live, submit questions, and vote.

The 2025 Annual Meeting of Stockholders is being convened to conduct the following business:

1.	To elect three directors with terms to expire at the 2028 Annual Meeting of Stockholders;

2.	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	To approve the amendment and restatement of CytomX’s 2015 Equity Incentive Plan;

4.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders; and

5.	To conduct any other business properly brought before the 2025 Annual Meeting of Stockholders.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the 2025 Annual Meeting of Stockholders is April 14, 2025. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders or any adjournment thereof.

The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the 2025 Annual Meeting of Stockholders:

1.	FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement;

2.	FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement; and

3.	FOR the approval of the amendment and restatement of our 2015 Equity Incentive Plan, as described in Proposal No. 3 of the Proxy Statement; and

4.	FOR the advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal No.4 of the Proxy Statement.

Your vote is very important. Whether or not you attend the 2025 Annual Meeting of Stockholders (by logging into www.virtualshareholdermeeting.com/CTMX2025), it is important that your shares be represented. We encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024, and submit your proxy on the Internet, by phone or by mail in accordance with the instructions in the Notice of Internet Availability of Proxy Materials. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options. If you

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receive more than one set of proxy materials or notice of internet availability because your shares are registered in different names or addresses, each proxy should be signed and submitted to ensure that all of your shares will be voted. Instructions on how to attend the meeting webcast, ask questions or vote your shares online will also be included with the Notice of Internet Availability of Proxy Materials, and are provided in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

On behalf of the Board of Directors, thank you for your participation in this important annual process.


By Order of the Board of Directors
/s/ Christopher W. Ogden
Christopher W. Ogden
Chief Financial Officer and Assistant Secretary
South San Francisco, California

April 28, 2025

You are cordially invited to attend the 2025 Annual Meeting of Stockholders by logging into www.virtualshareholdermeeting.com/CTMX2025 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials. Whether or not you expect to attend the 2025 Annual Meeting, please vote on the Internet, by phone or by mail as instructed in the Notice of Internet Availability of Proxy Materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy prior to the meeting, you may still attend the meeting online and submit your vote prior to voting being closed at www.virtualshareholdermeeting.com/CTMX2025. Please note, however, that if your shares of record are held by a broker, bank or other nominee and you wish to vote at the 2025 Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING PROCEDURES			1
PROPOSAL 1: ELECTION OF DIRECTORS			8
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			10
PROPOSAL 3: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF OUR 2015 EQUITY INCENTIVE PLAN			12
PROPOSAL 4: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			28
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			29
DIRECTOR COMPENSATION			38
EXECUTIVE OFFICERS			40
EXECUTIVE COMPENSATION			41
EXECUTIVE COMPENSATION TABLES			44
PAY VERSUS PERFORMANCE			46
EQUITY COMPENSATION PLAN INFORMATION			49
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			50
OTHER MATTERS			51
ADDITIONAL INFORMATION			51
APPENDIX A: AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN			A-1

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151 Oyster Point Boulevard, Suite 400

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2025

AT 1:30 P.M. PACIFIC TIME

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING PROCEDURES

Why am I receiving these materials?

We sent you a Notice of Internet Availability of Proxy Materials because the board of directors of CytomX Therapeutics, Inc. (the “Board”) is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders to be held on June 11, 2025 at 1:30 p.m., Pacific Time. The meeting will be held virtually, via a live webcast at www.virtualshareholdermeeting.com/CTMX2025. To attend the live webcast, you will need your unique 16-digit control number provided on the Notice of Internet Availability of Proxy Materials.

We invite you to attend the annual meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may vote by proxy over the Internet or by phone by following the instructions provided in the notice or, if you request printed copies of the proxy materials by mail, you may vote by mail.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of April 14, 2025 (the “Record Date”) for the first time on or about April 28, 2025. The Notice of Internet Availability will contain instructions on how to access and review the 2025 Annual Meeting materials, how to access the live webcast of the 2025 Annual Meeting of Stockholders, and will also contain instructions on how to request a printed copy of the 2025 Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record-holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “Financial & Filings” section of our website at http://ir.cytomx.com/financial-information/annual-reports.

As used in this Proxy Statement, “CytomX,” the “Company,” “we” or “us” refer to CytomX Therapeutics, Inc., a Delaware corporation.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on April 14, 2025 will be entitled to vote at the annual meeting. On this Record Date, there were 80,621,293 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on April 14, 2025, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. The notice will be sent to you by mail and via the Internet directly by us. As a stockholder of record, you may vote online during the live webcast of the meeting at www.virtualshareholdermeeting.com/CTMX2025, or vote by proxy. Whether or not you plan to attend the annual meeting online, we urge you to vote on the Internet or by phone as instructed in the notice or by proxy by mail by requesting a paper copy of the proxy materials as instructed in the notice to ensure your vote is counted.

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Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on April 14, 2025, your shares were held in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and the notice is being forwarded to you by that organization.

The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent on how to vote the shares in your account. Your brokerage firm, bank or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. You are also invited to attend the annual meeting online, as instructed in this Proxy Statement. However, since you are not the stockholder of record, you may not vote your shares online during the annual meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What am I voting on?

There are four matters scheduled for a vote:

•	Proposal 1: To elect three directors with terms to expire at the 2028 Annual Meeting of Stockholders.

•	Proposal 2: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

•	Proposal 3: To approve the amendment and restatement of our 2015 Equity Incentive Plan.

•	Proposal 4: A non-binding advisory vote to approve the compensation of our named executive officers.

How are proxy materials distributed?

Under rules adopted by the SEC, we are sending the notice to our stockholders of record and beneficial owners as of April 14, 2025. Stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on the Internet at www.proxyvote.com or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the notice.

In addition, any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. A stockholder who chooses to receive future proxy materials by email will receive an email prior to next year’s annual meeting with instructions containing a link to those materials and a link to the proxy voting website. A stockholder’s election to receive proxy materials by email will remain in effect until the stockholder terminates it.

How do I vote?

•	For Proposal 1, you may either vote “For” or “Against” or abstain from voting with respect to each nominee to the Board.

•	For Proposal 2, you may either vote “For” or “Against” or abstain from voting.

•	For Proposal 3, you may either vote “For” or “Against” or abstain from voting.

•	For Proposal 4, you may either vote “For” or “Against” or abstain from voting.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the annual meeting or any adjournments or postponements thereof.

The procedures for voting are:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of April 14, 2025, you may vote by attending the annual meeting online at www.virtualshareholdermeeting.com/CTMX2025 and following the instructions posted on the webcast portal. You may also vote by proxy over the Internet or by phone by following the instructions provided in the Notice of Access of Internet Availability of Proxy Materials or, if you request printed copies of the proxy materials by mail, you may

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vote by mail. If your proxy is properly executed in time to be voted at the annual meeting, the shares represented by the proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the annual meeting online, we urge you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting online and vote online at www.virtualshareholdermeeting.com/CTMX2025 if you have already voted by proxy, so long as you do so before voting closes.

To vote online during the annual meeting, visit www.virtualshareholdermeeting.com/CTMX2025 and have ready your 16-digit control number that was included in your Notice of Access of Internet Availability of Proxy Materials or included in the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the shareholder of record may also be voted electronically during the annual meeting.

To vote on the Internet prior to the annual meeting, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the notice and follow the instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 10, 2025 to be counted.

3.	To vote by phone, request a paper or email copy of the proxy materials by following the instructions on the notice and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 10, 2025 to be counted.

To vote by mail, request a paper copy of the proxy materials by following the instructions on the notice and complete, sign and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice and voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted. To vote online at the annual meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with the notice, or contact your broker, bank or other agent to request a proxy form.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of April 14, 2025.

What is the quorum requirement?

A quorum of stockholders is necessary to take any action at the meeting, other than to adjourn the meeting. The presence, online or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote will constitute a quorum. On April 14, 2025, there were 80,621,293 shares of common stock outstanding and entitled to vote.

Your shares will be counted toward the quorum only if you submit a valid proxy or vote online at the annual meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chairman of the annual meeting or a majority of the votes present at the annual meeting may adjourn the annual meeting to another date.

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What if I return a proxy card but do not make specific choices?

If you are a stockholder of record and you return a proxy card without marking any voting selections, your shares will be voted as follows:

1.	Proposal 1: “For” election of three nominees for director.

2.	Proposal 2: “For” the ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

3.	Proposal 3: “For” the approval of the amendment and restatement of our 2015 Equity Incentive Plan.

4.	“For” the non-binding, advisory vote to approve the compensation of our named executive officers.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using their best judgment.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, your shares are held by your broker, bank or other agent as your nominee, or in “street name,” and you will need to obtain a proxy form from the organization that holds your shares and follow the instructions included on that form regarding how to instruct the organization to vote your shares. If you do not give instructions to your broker, bank or other agent, they can vote your shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of various national securities exchanges, and, in the absence of your voting instructions, your broker, bank or other agent may vote your shares held in street name on such proposals. Non-discretionary items are proposals considered non-routine under the rules of various national securities exchanges, and, in the absence of your voting instructions, your broker, bank or other agent may not vote your shares held in street name on such proposals and the shares will be treated as broker non-votes.

Which ballot measures are considered “routine” or “non-routine”?

Proposal 1 (the election of directors), Proposal 3 (approval of our amended and restated 2015 Equity Incentive Plan) and Proposal 4 (non-binding advisory vote to approve the compensation of our named executive officers) are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 3 and 4. Proposal 2 (the ratification of the appointment of Ernst & Young LLP, as our independent registered public accounting firm for the year ending December 31, 2025) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 2.

How are votes counted?

Votes will be counted by the inspector of election appointed for the annual meeting, who will count:

•	With respect to Proposals 1, 2, 3 and 4, “For” votes, “Against” votes and abstentions.

•	Additionally, with respect to Proposal 1, 3 and 4, broker non-votes.

Who will serve as inspector of elections?

Farooq Nomani, our Senior Director and Corporate Counsel, will serve as the inspector of elections.

How many votes are needed to approve each proposal?

•

For Proposal 1, electing three members of the Board, each director must receive a “For” vote from a majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” the director’s election exceeds 50% of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election.

•

For Proposal 2, ratifying the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, 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. This is a routine proposal and therefore we do not expect any broker non-votes.

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•

For Proposal 3, approving the amendment and restatement of our 2015 Equity Inventive Plan, 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.

•

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. While the vote on this resolution is advisory and not binding on us, our Compensation Committee and our Board will consider the outcome of the vote on this resolution when considering future executive compensation decisions.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. We have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $15,000 plus associated costs and expenses. In addition to the notice and the proxy materials, our directors and employees may also solicit proxies online, by telephone or by other means of communication. We will not pay our directors and employees any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding the notice and any other proxy materials to beneficial owners.

What does it mean if I receive more than one notice?

If you receive more than one notice, your shares are registered in more than one name or are registered in different accounts. Please vote by proxy according to each notice to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes, you can revoke your proxy at any time before the final vote at the annual meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

1.	A duly executed proxy card with a later date or time than the previously submitted proxy;

2.	A written notice that you are revoking your proxy to our Assistant Secretary, care of CytomX Therapeutics, Inc., at 151 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080; or

3.	A later-dated vote on the Internet or by phone or a ballot cast online at the annual meeting by following the instructions at www.virtualshareholdermeeting.com/CTMX2025 (simply attending our virtual annual meeting will not, by itself, revoke your proxy).

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank or other agent, or if you have received a proxy from your broker, bank or other agent giving you the right to vote your shares at the annual meeting, by attending our virtual annual meeting by visiting www.virtualshareholdermeeting.com/CTMX2025 with your 16-digit control number (available in your notice and proxy card) and following the instructions to vote online.

How do I attend the virtual/online annual meeting?

This year’s annual meeting will be held entirely online to support and facilitate stockholder participation. Stockholders of record as of April 14, 2025, will be able to attend and participate in the annual meeting online by accessing www.virtualshareholdermeeting.com/CTMX2025. To join the annual meeting, you will need to have your 16-digit control number, which is included on your Notice of Internet Availability of Proxy Materials and your proxy card.

Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.

Access to the audio webcast of the annual meeting. The live audio webcast of the annual meeting will begin promptly at 1:30 p.m., Pacific Time on June 11, 2025. Online access to the audio webcast will open approximately thirty minutes prior to the start of the annual meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the annual meeting prior to the start time

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Log in Instructions. To attend the online annual meeting, log in at www.virtualshareholdermeeting.com/CTMX2025. Stockholders will need their unique 16-digit control number, which appears on the Notice of Internet Availability of Proxy Materials and the instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than May 30, 2025, so that you can be provided with a control number and gain access to the annual meeting.

Submitting questions at the virtual annual meeting. As part of the annual meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the annual meeting’s rules of conduct that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The annual meeting’s rules of conduct will be posted on the Company website approximately 2 weeks prior to the date of the annual meeting.

Technical Assistance. Beginning 30 minutes prior to the start of and during the virtual annual meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you may call our support team at the numbers available on www.virtualshareholdermeeting.com/CTMX2025.

Availability of live webcast to team members and other constituents. The live audio webcast will be available to not only our stockholders but also our team members and other constituents.

When are stockholder proposals due for next year’s annual meeting?

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), some stockholder proposals may be eligible for inclusion in our proxy statement for our 2026 Annual Meeting of Stockholders. Any such proposal must be submitted in writing by December 29, 2025, to our Chief Financial Officer and Assistant Secretary, care of CytomX Therapeutics, Inc., at 151 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080, the address of our principal executive offices. If we change the date of our 2026 Annual Meeting of Stockholders by more than 30 days from the date of the 2025 Annual Meeting of Stockholders, the deadline shall be a reasonable time before we begin to print and send our proxy materials. Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities laws and our bylaws. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that if you wish to submit a proposal that is not to be included in next year’s proxy statement or nominate a director, a timely written notice of a stockholder proposal must be delivered to, or mailed and received by, our Assistant Secretary, care of CytomX Therapeutics, Inc., at 151 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080, no earlier than February 11, 2026 and no later than the close of business on March 13, 2026, which notice must contain the information specified in our bylaws. If we change the date of our 2026 Annual Meeting of Stockholders by more than 30 days before, or more than 60 days after, the one-year anniversary of the 2025 Annual Meeting of Stockholders, then the written notice of a stockholder proposal that is not intended to be included in our proxy statement must be delivered, or mailed and received, not later than the 90^th day prior to our 2026 Annual Meeting of Stockholders or, if later, the 10^th day following the day on which certain public disclosure as described in our bylaws of the meeting date is made.

In addition to satisfying the foregoing requirements under our current bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for our annual meeting to be held in 2026 must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 5:00 p.m., Eastern Time, on April 12, 2026, including providing a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees. If our 2026 annual meeting is changed by more than 30 calendar days from the first anniversary of our 2025 annual meeting, stockholders must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act no later than the later of 60 calendar days prior to the date of the 2026 annual meeting or the 10^th calendar day following the day on which public announcement of the date of the 2026 annual meeting is first made.

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We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2026 Annual Meeting of Stockholders. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents for our 2026 Annual Meeting of Stockholders as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.

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

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address may receive only one copy of our annual report, proxy statement or Notice of Internet Availability of Proxy Materials, unless one or more of these stockholders notifies us that they wish to receive individual copies of such documents. This process potentially means extra convenience for stockholders and cost savings for companies.

If you are a beneficial owner of our common stock, once you receive notice from your broker, bank or other agent that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate copies of our annual report, proxy statement or Notice of Internet Availability of Proxy Materials, please notify your broker, bank or other agent, and direct your written request to CytomX Therapeutics, Inc., Chief Financial Officer and Assistant Secretary, at 151 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080 or contact our Chief Financial Officer and Assistant Secretary at (650) 515-3185. Upon written or oral request to us, we will promptly deliver a separate copy of the annual report to security holders, proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the documents was delivered. Stockholders who currently receive multiple copies of our annual report, proxy statement or Notice of Internet Availability of Proxy Materials at their address and would like to request householding of their communications should contact their broker, bank or other agent.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced during the live webcast of the annual meeting. Final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the annual meeting.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of eight directors and is divided into three classes, designated as Class I, Class II and Class III. Under our Amended and Restated Certificate of Incorporation, our Board is authorized to assign its members in office to each class and each class has a term of three years. There are currently three directors in Class I, Sean A. McCarthy, D. Phil., Mani Mohindru, Ph.D and Zhen Su, M.D., M.B.A., whose terms of office are scheduled to expire at the 2025 Annual Meeting of Stockholders. Each of Dr. Sean McCarthy, Dr. Mani Mohindru and Dr. Zhen Su have been nominated for election at the 2025 Annual Meeting of Stockholders.

Any vacancies on our Board resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board. Any director elected to fill a vacancy shall hold office for the remainder of the unexpired term in which the vacancy occurred or newly created directorship was created and until such director’s successor shall have been elected and qualified.

Directors are elected by a majority of the votes cast at the annual meeting and entitled to vote on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election. Shares represented by executed proxies will be voted for the election of the nominees named below, unless the “Against” or “Abstain” voting selection has been marked on the proxy card.

If any of Dr. Sean McCarthy, Dr. Mani Mohindru and Dr. Zhen Su become unavailable for election as a result of an unexpected occurrence, shares that would otherwise be voted for such director will be voted for the election of a substitute nominee proposed by the Nominating and Corporate Governance Committee and nominated by the Board. Dr. Sean McCarthy, Dr. Mani Mohindru and Dr. Zhen Su have agreed to serve if elected. Our management has no reason to believe that any of Dr. Sean McCarthy, Dr. Mani Mohindru and Dr. Zhen Su will be unable to serve. If elected at the annual meeting, each of Dr. Sean McCarthy, Dr. Mani Mohindru and Dr. Zhen Su will serve until the earliest of the 2028 Annual Meeting of Stockholders, or their respective successor is elected and qualified, or until their respective death, resignation or removal.

The following are brief biographies of Dr. Sean McCarthy, Dr. Mani Mohindru and Dr. Zhen Su, the nominees for director, and a discussion of their specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee of the Board to recommend each of Dr. McCarthy, Dr. Mohindru and Dr. Su for director, as of the date of this proxy statement.

Dr. McCarthy joined CytomX in December 2010 as our Chief Business Officer and became a member of our Board, President and Chief Executive Officer in August 2011. In January 2019, Dr. McCarthy became Chairman of our Board of directors and currently serves as Chief Executive Officer and Chairman of our Board. Dr. McCarthy has more than twenty years of experience in the biotechnology industry encompassing roles in R&D, business development, financing and general management. Following completion of his post-doctoral training at the Schering Plough DNAX Research Institute, Dr. McCarthy held research leadership and program management roles at Millennium Pharmaceuticals where he managed biologics discovery programs. After Millennium, Dr. McCarthy joined SGX Pharmaceuticals, where he spearheaded a wide range of large pharma partnerships as vice president business development and helped drive a strategic reorientation of the company from a platform business model to product-focused oncology company, leading to completion of an initial public offering in 2006. Immediately prior to joining CytomX, Dr. McCarthy was a transactional partner at Pappas Ventures from April 2006 to December 2010, where he was responsible for investments in therapeutic, medical device and molecular diagnostic companies. Dr. McCarthy is an author on multiple peer reviewed scientific publications, issued patents and filed patent applications. He received a B.Sc. in biochemistry and pharmacology at King’s College, University of London; an MBA from the Rady School of Management at the University of California San Diego; and a D.Phil. in cancer biology from St. John’s College, University of Oxford. Dr. McCarthy currently serves as a member of the board of

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directors of OncoResponse and is a member of the Dean’s Advisory Council at the UCSD Rady School of Management. We believe Dr. McCarthy is qualified to serve on our Board based on his management experience in the life sciences sector, including at CytomX, his deep knowledge of the industry, and his strategic and business development expertise.

Dr. Mohindru has served as a member of our Board since December 2020. Most recently she served as Chief Executive Officer and member of the board of directors at Novasenta, a privately-held drug discovery company that focuses on immunotherapy treatment for novel cancer targets, a position she held from April 2021 to March 2024. Previously, she served as the CEO of CereXis, Inc., a biopharmaceutical company focused on rare tumor indications, from December 2019 to October 2020. Prior to that, she served as chief financial officer and chief strategy officer at Cara Therapeutics, Inc., a publicly-traded biotechnology company, from August 2017 to December 2019. Between June 2013 and August 2017 she held various roles at Curis, Inc., a publicly-traded biopharmaceutical company, including as Vice President of Corporate Strategy & Investor Strategy and Chief Strategy Officer. Dr. Mohindru is also a member of the board of directors of Cardiff Oncology, a publicly-traded clinical-stage oncology-focused biopharmaceutical company, a position she has held since June 2021, and a member of the board of directors of Roshon Therapeutics, a privately-held biopharmaceutical company, a position she has held since October 2024. She also previously served as a member of the board of directors of SAB Biotherapeutics, a publicly-traded clinical-stage biopharmaceutical company. Prior to her leadership roles in the biotechnology industry, Dr. Mohindru spent many years as an equity research analyst covering the biotechnology sector at UBS, Credit Suisse and ThinkEquity. She also cofounded a privately-held biotechnology company and was a healthcare industry consultant. Dr. Mohindru received her Ph.D. in neurosciences from Northwestern University and her Masters in biotechnology and BS in human biology (Hons) from the All India Institute of Medical Sciences, New Delhi, India. We believe Dr. Mohindru is qualified to serve on our Board based on her substantial management experience in the life sciences industry and her background in biotechnology finance and corporate strategy.

Dr. Su joined our Board of Directors in March 2024. Currently, Dr. Su serves as the Chief Executive Officer of Marengo Therapeutics (“Marengo”) and member of its board of directors, having held both positions since July 2021. Prior to joining Marengo, Dr. Su served as Senior Vice President and Global Head of the Oncology Business Franchise for Merck KGaA (“Merck”) from March 2019 to July 2021 and concurrently as Merck’s US Head of its Oncology Business Unit between July 2020 to July 2021. Dr. Su served as Chief Medical Officer of EMD Serono, part of the larger Merck group, from October 2017 to May 2019. Dr. Su currently serves as a member of the board of directors at Karyopharm Therapeutics Inc., a publicly-traded biopharmaceutical company, a position he has held since August 2023, and a member of the board of directors at Galvanize Therapeutics, Inc., a privately-held biopharmaceutical company, a position he has held since July 2024. Before his career in the life sciences industry, Dr. Su served on the faculty of Duke University Medical School between 2001 to 2006, where he led early oncology clinical studies focusing on mRNA-based and cell-based immunotherapy, and then, between 2006 to 2009, served as the director of the Cell and Gene Therapy program at the University of Florida. Dr. Su received his Doctor of Medicine from Technical University of Dresden in Germany and his MBA from the University of Toronto in Canada. We believe Dr. Su is qualified to serve on our Board based on his substantial drug development and corporate strategy experience in the biotechnology industry complemented by his academic background in life sciences.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NAMED NOMINEES.

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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and has further directed that management submit the selection of our independent registered public accounting firm for ratification by the stockholders at the annual meeting. Ernst & Young LLP has audited our financial statements for each of our fiscal years since the fiscal year ended December 31, 2017. Representatives of Ernst & Young LLP are expected to be present at the virtual annual meeting. During the webcast, they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions submitted online.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and our stockholders’ best interest.

The affirmative vote of the holders of a majority of the shares of our common stock present online or represented by proxy at the annual meeting and entitled to cast votes on this proposal will be required to ratify the selection of Ernst & Young LLP for our fiscal year ending December 31, 2025. Abstentions will not be counted as votes cast on this proposal. No broker non-votes are expected to exist in connection with this proposal.

Independent registered public account firm fees and services

The following table provides information regarding the approximate fees billed by Ernst & Young LLP during the years ended December 31, 2024 and 2023. The Audit Committee approved all of the fees described below.


	Year Ended December 31,
	2024 $	2023 $
Audit Fees⁽¹⁾	1,806,100	1,291,900
Tax Fees⁽²⁾	73,583	98,334
Audit-Related Fees⁽³⁾	—	—
All Other Fees	—	—
Total Fees	1,879,683	1,390,234

(1)

Audit fees of Ernst & Young LLP for the years ending December 31, 2024 and 2023 were for professional services rendered for the audits of our financial statements, including accounting consultation, reviews of quarterly financial statements and professional services rendered in connection with our registration statements.

(2)	This category consists of fees for services provided for tax consultation and compliance services.

(3)	This category consists of fees for professional services rendered that are reasonably related to the performance of the audit or review of our financial statements.

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services provided by our independent registered public accounting firm, Ernst & Young LLP. The policy generally requires pre-approval for specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee will review both audit and non-audit services performed by Ernst & Young LLP and the fees charged for such services on at least an annual basis. Among other things, the Audit Committee will review non-audit services proposed to be provided by Ernst & Young LLP and pre-approve such services only if they are

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compatible with maintaining Ernst & Young LLP’s status as an independent registered public accounting firm. All services provided by Ernst & Young LLP in 2024 and 2023 were pre-approved by our Board or the Audit Committee after review of each of the services proposed for approval.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN

Summary

Our Board and Compensation Committee most recently approved an amendment and restatement of our 2015 Equity Incentive Plan (“2015 Plan”), on March 2025, subject to approval by our stockholders. Throughout this Proxy Statement, and specifically in this Proposal No.3, we refer to the 2015 Plan, as amended and restated by our Board and Compensation Committee on March 19, 2025, as the “Amended and Restated 2015 Plan.” If the Amended and Restated 2015 Plan is not approved by our stockholders, the Amended and Restated 2015 Plan will not become effective, the existing 2015 Plan will continue in full force and effect, and we may continue to grant awards under the 2015 Plan until its expiration in September 2025, subject to its terms, conditions and limitations, using the shares available for issuance thereunder. In the event this Proposal No. 3 is approved by stockholders, we will reduce the shares reserved for issuance under the 2019 Employment Inducement Incentive Plan (“2019 Plan”) to zero.

In this Proposal No. 3, we are seeking stockholder approval of the Amended and Restated 2015 Plan to:

•	Increase the aggregate number of shares of our common stock that may be issued under the Amended and Restated 2015 Plan by 4,381,320 shares, bringing our total number of shares available for grant under the Amended and Restated 2015 Plan to 6,300,000 shares;

•	Increase the number of shares of stock that may be issued or transferred pursuant to incentive stock options (“ISOs”) under the Amended and Restated 2015 Plan to 25,000,000 shares;

•

Remove the “evergreen provision,” which provided for an annual increase in the number of shares under the 2015 Plan on the first day of the calendar year, starting from January 1, 2016, equal to the lesser of (i) 4% of the aggregate number of shares of our common stock outstanding on the last day of the immediately preceding calendar year and (ii) an amount determined by the Board;

•

Provide that shares reserved for issuance under the Amended and Restated 2015 Plan will be increased by the number of shares of common stock subject to awards granted under our 2019 Plan that are outstanding as of June 11, 2025 that are cancelled, forfeited, expire or are terminated on or after the effective date of the Amended and Restated 2015 Plan; and

•	Remove certain provisions from the 2015 Plan which were otherwise required for awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended (the “Code”) prior to its repeal under the Tax Cuts and Jobs Act of 2017.

If this Proposal No. 3 is approved by our stockholders, the Amended and Restated 2015 Plan will become effective as of the date of the Annual Meeting.

The full text of the Amended and Restated 2015 Plan is attached to this Proxy Statement as Appendix A.

Why You Should Vote to Approve the Amended and Restated 2015 Plan

Our Current Reserve of Shares may be Insufficient to Meet our Needs

As of March 31, 2025, we had 1,918,680 shares available for issuance under our 2015 Plan. The 2015 Plan will terminate in September 2025 and no further grants may be made under the 2015 Plan unless this amendment is adopted. Our Compensation Committee has determined that these reserves would be insufficient to meet our operational needs over the next 12-24 month period and we are therefore requesting 4,381,320 additional shares to be approved for issuance under our Amended and Restated 2015 Plan. Since the time the 2015 Plan was initially approved by our shareholders, no grants may be made under the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). Subject to stockholder approval of this Proposal No. 3, the number of shares available for issuance under the 2019 Plan will be reduced to zero. We do not have any other stock incentive plans pursuant to which equity awards can be granted, other than the 2015 Employee Stock Purchase Plan (the “ESPP”).

Subject to stockholder approval of this Proposal No. 3, we are reducing the shares available for issuance under the 2019 Plan to zero, and have included the total number of shares being reduced in the 2019 Plan in the number of shares reserved for issuance under the Amended and Restated 2015 Plan since, pursuant to the listing rules of the Nasdaq Stock Exchange, awards under the 2019 Plan are only able to be granted to an individual who is commencing employment with the Company or who is being rehired following a bona fide interruption of employment with the Company, and such awards are required to be granted in connection with such individual’s commencement of

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employment with our Company and as an inducement material to his or her entering into employment with our Company. Including the shares that were available for issuance under the 2019 Plan in the 4,381,320 shares by which the shares reserved for issuance under the Amended and Restated 2015 Plan is being increased allows us more flexibility in our equity grant practices and ensures that we retain an important compensation tool for all service providers, not just newly hired employees.

Equity Awards Are an Important Part of Our Compensation Philosophy

Our Board believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate key personnel, non-employee directors, employees, consultants, and advisors because of the competition for highly trained and experienced individuals among biotechnology and pharmaceutical companies, especially in the greater San Francisco Bay Area. Therefore, the Board believes that the Amended and Restated 2015 Plan is in the best interests of our business and our stockholders and recommends a vote in favor of this Proposal No. 3.

Approval of this Proposal No. 3 by our stockholders will allow us to grant equity awards under the Amended and Restated 2015 Plan at levels we determine to be appropriate, competitive and aligned with industry standards to attract, motivate and retain talent. The Amended and Restated 2015 Plan will also allow us to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors, consultants and advisors, consistent with our compensation philosophy and common compensation practice for our industry in the greater San Francisco Bay Area. To date, equity awards have been a key aspect of our program to attract and retain key employees and non-employee directors. We believe the use of equity awards strongly aligns the interests of our employees with those of our stockholders by placing a considerable proportion of our employees’ total compensation “at risk” because it is contingent on the appreciation in value of our common stock. In addition, we believe equity awards encourage employee ownership of our common stock and promote retention through the reward of long-term Company performance.

We Carefully Manage the Use of Equity Awards and the Size of our Share Reserve Increase Request is Reasonable

Our compensation philosophy reflects broad-based eligibility for equity awards, and we generally grant equity awards to all of our employees and non-employee directors and certain consultants and advisors. However, we recognize that equity awards dilute existing stockholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees and non-employee directors. The tables below show certain historical overhang and burn rate percentages.

Determination of Number of Additional Shares to Request for the Amended and Restated 2015 Plan

In its determination to approve the Amended and Restated 2015 Plan, our Compensation Committee reviewed an analysis prepared by Aon, its compensation consultant, which included an analysis of our historic and estimated prospective share usage needs and the potential dilutive impact of the Amended and Restated 2015 Plan.

Specifically, our Compensation Committee considered:

•

Market Competitiveness. The Amended and Restated 2015 Plan plays an important role in our effort to align the interests of participants and stockholders. Moreover, in our industry, equity awards are an important tool in recruiting, retaining and motivating highly skilled and critical employee talent, upon whose efforts our success is dependent.

•

Estimated Equity Usage and Share Pool Duration. Our Compensation Committee considered our historic burn rate levels under both our 2015 Plan and our 2019 Plan in determining how long the Amended and Restated 2015 Plan share authorization could potentially last. We expect the share authorization under the Amended and Restated 2015 Plan to provide us with enough shares for awards for approximately one to two years, with actual timing dependent on a variety of factors, including the price of our shares and hiring activity during the next few years, and rates of forfeiture of outstanding awards, and noting that future circumstances may require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Amended and Restated 2015 Plan could last for a shorter or longer period of time.

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•

External Factors. Further to Aon’s analysis, which is based on generally accepted evaluation methodologies, the Compensation Committee and our Board concluded that the number of shares under the Amended and Restated 2015 Plan is generally within accepted standards as measured by an analysis of its dilutive impact relative to industry standards.

Historic Use of Equity Awards and Outstanding Awards

Overhang

The following table provides certain additional information regarding our equity incentive program and reflects all outstanding equity awards as of March 31, 2025. The existing 2015 Plan and the 2019 Plan are the only equity incentive plans we currently have in place under which we can grant awards (other than the shares available for purchase under the ESPP). The shares available for issuance under the Inducement Plan are being reduced to zero on the effective date of the Amended and Restated 2015 Plan, subject to stockholder approval of this Proposal No. 3.


	As of March 31, 2025
	2015 Plan	2019 Plan
Total number of shares of common stock subject to outstanding stock options	15,264,307	1,005,984
Total number of shares of common stock subject to outstanding RSUs, and PSUs	3,650,954
Weighted-average exercise price of outstanding stock options	$5.46	$4.47
Weighted-average remaining term in years of outstanding stock options	6.0	5.0
Total number of shares of common stock available for grant under the 2015 and 2019 Plans	1,918,680	1,805,088
Total number of shares of common stock available for grant under the 2019 Plan assuming approval of this Proposal No. 3⁽¹⁾	—	0
Total number of shares of common stock available for grant under other equity incentive plans⁽²⁾	—	—
Total number of shares of common stock outstanding	80,621,293	80,621,293
Per-share closing price of common stock as reported on the Nasdaq Global Select Market	$0.636	$0.636

(1)	There were 1,805,088 shares available for issuance under the 2019 plan as of March 31, 2025; however, since the shares available for issuance will be reduced to zero if stockholders approve this proposal, we are reflecting this reduction in the table.

(2)	Excludes the 556,352 shares available for issuance under our ESPP as of December 31, 2024.

Burn Rate

In its determination to approve the Amended and Restated 2015 Plan, the Board was primarily motivated by a desire to ensure the Company has an available pool of shares from which to grant long-term equity-based incentive awards, which the Board believes is a primary incentive and retention mechanism for our employees, consultants, and directors. The Board considered key factors in making its determination including our historical grant rates, the shares remaining available for issuance under the 2015 Plan and 2019 Plan, the limited utility of the 2019 Plan and the potential dilution associated with the Amended and Restated 2015 Plan.

This review included a consideration of the following key metrics, factors, and philosophies:

•

In fiscal year 2024, we granted equity awards covering 4,573,833 shares of our common stock. On average, over the fiscal 2022 - 2024 period, we granted 4,651,909 shares annually. The amounts included for performance stock unit (“PSU”) awards are based on the awards that vested within each year upon the achievement of certain “target” performance goals.

•	Our three-year average burn rate was approximately 6.4%, as shown in the following table.

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The following table provides detailed information regarding the activity related to the 2015 Plan and the 2019 Plan for fiscal years 2022-2024:


	FY2022	FY2023	FY2024	3-year average
Total number of shares of common stock subject to stock options granted	4,991,018	1,938,573	2,389,000	3,106,197
Total number of shares of common stock subject to full value awards granted	1,314,210	724,342	2,069,833	1,369,462
Total number of shares of common stock subject to performance-based full value awards granted	250,000	760,000	810,000	606,667
Performance-based full value awards vested	193,750	220,000	115,000	176,250
Total number of shares of common stock subject to full value awards granted	1,564,210	1,484,342	2,069,833	1,706,128
Total	6,498,978	2,882,915	3,763,833	4,381,909
Weighted-average number of shares of common stock outstanding	65,739,844	66,655,971	77,516,177
Burn Rate⁽¹⁾	9.9%	4.3%	4.9%	6.4%

(1)	Burn rate is calculated as the sum of options granted, full value shares granted, and performance shares vested divided by the weighted-average number of shares of common stock outstanding.

Requested Additional Shares

Subject to adjustment for certain changes in our capitalization, if this Proposal No. 3 is approved by our stockholders, then under the Amended and Restated 2015 Plan, we will have a total of approximately 6,300,000 shares available for grant after our Annual Meeting (based on 4,381,320 newly registered shares and the 1,918,680 shares that were available under the 2015 Plan as of March 31, 2025).

We believe that our request for 4,381,320 new shares under the Amended and Restated 2015 Plan is necessary for us to remain competitive in the greater San Francisco Bay Area marketplace and support our equity grant practices to align the interests of our employees, consultants and non-employee directors with our stockholders. We anticipate the available pool of shares in the Amended and Restated 2015 Plan will be sufficient for our equity awards for approximately the next one to two years after considering our present average share usage rate, and that such pool of shares is necessary to provide a predictable amount of available equity awards for attracting, retaining, and motivating employees, non-employee directors, consultants and advisors.

Key Features of the Amended and Restated 2015 Plan

The Amended and Restated 2015 Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices, including the following:

•

Repricing is prohibited without stockholder approval. The Amended and Restated 2015 Plan prohibits the repricing of outstanding stock options and share appreciation rights and the cancellation of any outstanding stock options or share appreciation rights that have an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other awards under the Amended and Restated 2015 Plan without prior stockholder approval.

•

Stockholder approval required for additional shares. The Amended and Restated 2015 Plan does not contain an annual “evergreen” provision. The Amended and Restated 2015 Plan authorizes a fixed number of shares, so that stockholder approval is required to issue any additional shares, allowing our stockholders to have direct input on our equity compensation program.

•

Removal of Fixed Term; Extension of Period to Grant Incentive Stock Options. The 2015 Plan will expire in September 2025. The Amended and Restated 2015 Plan will not have a fixed term and will continue until terminated by our Board of Directors or the share reserve thereunder is exhausted. However, in no event may ISOs be granted under the Amended and Restated 2015 Plan after the tenth anniversary of the date the Amended and Restated Plan was approved by our Board of Directors.

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•

Share counting provisions. In general, when awards granted under the Amended and Restated 2015 Plan, the 2019 Plan or 2011 Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares reserved for those awards will be returned to the share reserve and be available for future awards. Furthermore, shares of common stock tendered to us in payment of the exercise price of stock options or share appreciation rights, or withheld by us to cover tax withholding obligations upon exercise of stock options or share appreciation rights granted under the Amended and Restated 2015 Plan or the 2019 Plan will not be returned to our share reserve.

•	Awards subject to forfeiture/clawback. Awards granted under the Amended and Restated 2015 Plan will be subject to recoupment in accordance with our approved clawback policy.

•

Restriction on dividends. The Amended and Restated 2015 Plan provides that (i) no dividends or dividend equivalents may be paid with respect to any shares of our common stock subject to such award before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions),and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest.

•

Removal of Qualified Performance Based Compensation Provisions. Prior to 2017, Section 162(m) of the Code excepted from its $1 million compensation limit for “covered employees” qualified performance-based compensation. Since this exception is no longer applicable, we removed provisions that were intended to comply with the rules of the exception, including specified performance measures, limitations on who may administer certain equity awards, limitations on the number of shares of common stock that may underly awards granted to covered employees and the amount of cash that may underly cash awards granted to covered employees.

•	Removal of Director Compensation Limits. We will no longer be limited to granting non-employee directors awards with an aggregate value of $600,000 in any fiscal year or $1,200,000 in the non-employee director’s initial year of service with us.

Other than the changes discussed above, the conditions around the grants of such awards are similar to the original 2015 Plan. For further details, please review the descriptions of our non-employee director stock option program and our equity incentive program for executive officers in the “Director Compensation” and “Executive Compensation” sections, respectively, of this Proxy Statement.

Description of the Amended and Restated 2015 Plan

The material features of the Amended and Restated 2015 Plan are described below. The following description of the Amended 2015 Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended and Restated 2015 Plan. Shareholders are urged to read the actual text of the Amended and Restated 2015 Plan in its entirety, which is appended as Appendix A to the copy of this Proxy Statement filed with the SEC, which may be accessed from the SEC’s website at www.sec.gov.

Purpose

The Amended and Restated 2015 Plan is designed to align the interests of our employees, directors and consultants with those of the Company’s stockholders by increasing their proprietary interests in the Company’s growth and success, to advance the interests of the Company by attracting and retaining employees, directors, officers, and other service providers, and to motivate such persons to act in the long-term best interests of the Company and its stockholders.

Types of Awards

The terms of the Amended and Restated 2015 Plan provide for the grant of incentive stock options, non-statutory stock options, share awards in the form of bonus shares, restricted shares, or restricted share unit awards, share appreciation rights, and performance units that may be settled in cash, stock, or a combination thereof.

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Shares Available for Awards

Subject to adjustment for certain changes in our capitalization, if this Proposal 3 is approved, the aggregate number of shares of our common stock that may be issued pursuant to awards granted under the Amended and Restated 2015 Plan (the “Share Reserve”), will be increased by 4,381,320 shares.

To the extent shares of common stock underlying an award (whether granted under the Amended and Restated 2015 Plan, the 2019 Plan (outstanding as of June 10, 2025) or the 2011 Plan), are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares shall again be available under the Amended and Restated 2015 Plan, other than grants of incentive stock options under the Amended and Restated 2015 Plan.

Shares subject to an award under the Amended and Restated 2015 Plan or the 2019 Plan may not be made available for issuance under the Amended and Restated 2015 Plan if such shares are: (i) shares that were subject to a share-settled SAR and were not issued upon the net settlement or net exercise of such SAR, (ii) shares used to pay the exercise price of an option, (iii) shares delivered or withheld by us to pay withholding taxes related to an award under the Amended and Restated 2015 Plan or the 2019 Plan, or (iv) shares repurchased on the open market with the proceeds of an option exercise.

The Share Reserve shall not be reduced by (i) the number of shares subject to substitute awards (defined as an award granted under this Amended and Restated 2015 Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction), or (ii) available shares under a stockholder approved plan of the company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under the Amended and Restated 2015 Plan (subject to applicable stock exchange requirements).

Eligibility

All of our officers, employees, non-employee directors, consultants, agents, and independent contractors are eligible to participate in the Amended and Restated 2015 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the Amended and Restated 2015 Plan only to our employees (including officers) and employees of our subsidiaries. As of March 31, 2025, 3 officers, 66 employees, 7 non-employee directors, 0 consultants, 0 agents and 101 independent contractors were eligible for awards under the Amended and Restated 2015 Plan.

Administration

The Amended and Restated 2015 Plan is administered by a committee (the “Committee”) designated by the Board or a subcommittee thereof, consisting of two or more members of the Board, each of whom is intended to be (i) “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of the Nasdaq Stock Exchange of any other stock exchange on which shares are then traded. The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer and President or such other executive officer as the Committee deems appropriate.

The Committee may determine the recipients, the form, amount and timing of each award to such recipients, the number of shares, exercise price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the restriction period applicable to any outstanding restricted shares or restricted share units shall lapse, (iii) all or a portion of the performance period applicable to any outstanding award shall lapse and (iv) the performance measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target or any other level.

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Repricing

Under the Amended and Restated 2015 Plan, the Committee may not amend or replace any previously granted stock option or share appreciation right in a transaction that constitutes a repricing within the meaning of the rules of the Nasdaq Stock Exchange or any other stock exchange on which the shares are then traded, without the prior approval of the Company’s stockholders.

Dividends and Dividend Equivalents

The Amended and Restated 2015 Plan provides that dividends or dividend equivalents may be paid or credited with respect to any shares of our common stock subject to an award (other than a stock option or share appreciation right), as determined by the Board and contained in the applicable award agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest.

Stock Options

Stock options may be granted under the Amended and Restated 2015 Plan pursuant to stock option agreements. The Amended and Restated 2015 Plan permits the grant of stock options that are intended to qualify as incentive stock options, or ISOs, and non-statutory stock options, or NSOs.

The exercise price of NSOs may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant. The exercise price of ISOs may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

Stock options granted under the Amended and Restated 2015 Plan may not be exercised later than ten years after the grant date and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. All terms relating to the exercise, cancellation, or other disposition of an option or share appreciation right (i) upon a termination of employment with or service to the Company of the holder of such option or share appreciation right, whether by reason of disability, retirement, death, or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award agreement.

Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the Amended and Restated 2015 Plan may include (i) cash, (ii) delivery (either actual delivery or by attestation procedures established by the Company) of shares having a fair market value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (iii) authorizing the Company to withhold whole shares which would otherwise be delivered having an aggregate fair market value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (iv) in cash by a broker-dealer acceptable to the company to whom the optionee has submitted an irrevocable notice of exercise, or (v) a combination of (i) through (iii).

Stock options granted under the Amended and Restated 2015 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Committee at the rate specified in the stock option agreement. Shares covered by different stock options granted under the Amended and Restated 2015 Plan may be subject to different vesting schedules as the Committee may determine. The Committee also has flexibility to provide for accelerated vesting of stock options in certain events.

Generally, an optionee may not transfer a stock option other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the option agreement, to a family member or a trust or entity established by the holder for estate planning purposes or a charitable organization designated by the holder, in each case, without consideration.

Limitations on Incentive Stock Options

The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by an optionee during any calendar year under all of our stock plans

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may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied:

•	the exercise price of the ISO must be at least 110% of the fair market value of the common stock subject to the ISO on the date of grant; and

•	the term of the ISO must not exceed five years from the date of grant.

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs granted under the Amended and Restated 2015 Plan is 25,000,000 shares.

Restricted Share Awards

Restricted share awards may be granted under the Amended and Restated 2015 Plan pursuant to restricted share award agreements. Shares of our common stock acquired under a restricted share award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule, which may include performance measures, to be determined by the Committee. Rights to acquire shares of our common stock under a restricted share award may be transferred only upon such terms and conditions as are set forth in the restricted share award agreement. Any dividends paid on restricted shares will be subject to the same vesting conditions as apply to the shares subject to the restricted share award.

Restricted Share Unit Awards

Restricted share unit awards may be granted under the Amended and Restated 2015 Plan pursuant to restricted share unit award agreements. A restricted share unit award may be settled by the delivery of shares of our common stock, in cash, in a combination thereof. Restricted share unit awards may be subject to vesting in accordance with a vesting schedule, subject to the holder’s continuous employment or service with the Company during a specified period, or the satisfaction of specified performance measures during a performance period. The award agreement shall specify whether the holder is entitled to receive, on a current or deferred basis, dividend equivalents, provided that any additional shares credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying restricted share unit award.

Share Appreciation Rights

Share appreciation rights may be granted under the Amended and Restated 2015 Plan pursuant to share appreciation right agreements. Each share appreciation right is denominated in common stock share equivalents. The strike price of each share appreciation right will be determined by the Committee, but will in no event be less than 100% of the fair market value of the common stock subject to the share appreciation right on the date of grant (unless in the award is a “Substitute Award”). The Committee may also impose restrictions or conditions upon the vesting of share appreciation rights that it deems appropriate.

Performance Unit Awards

The Amended and Restated 2015 Plan allows us to grant performance unit awards. Performance unit awards may be granted, vest or be exercised based upon the attainment during a specified period of time of specified performance goals. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by the Committee.

In granting a performance award, the Committee will set a period of time, or a performance period, over which the performance measures should be attained. The criteria or objectives that comprise the performance measures may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. The applicable performance measures may be applied on a pre-or post-tax basis. The

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performance goals may consist of any objective or subjective corporate-wide or subsidiary, division, operating unit or individual measures, whether or not listed in this Proposal No. 3. Performance goals shall be subject to such other special rules and conditions as the Committee may establish at any time.

Bonus Share Awards

The Committee has the discretion to grant Bonus Share Awards, which shall not be subject to any vesting conditions or performance measures. Upon the grant of a Bonus Share Award, subject to the Company’s right to require payment of any taxes in accordance with Section 5.5 of the Amended and Restated 2015 Plan, a certificate or certificates evidencing ownership of the requisite number of shares shall be delivered to the holder of such award.

Clawback/Recovery

Stock awards granted under the Amended and Restated 2015 Plan will be subject to recoupment in accordance with the Company’s current clawback policy, as well as any clawback policy we adopt pursuant to applicable law and listing requirements. In addition, our Board may impose such other clawback, recovery or recoupment provisions in any stock award agreement as it determines necessary or appropriate.

Changes to Capital Structure

In the event of any equity restructuring that causes the per share value of the shares to change after the effectiveness of an initial public offering, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities available under the Amended and Restated 2015 Plan, the terms of each outstanding option and share appreciation right, the terms of each outstanding restricted share award and restricted share unit award, and the terms of each performance unit award shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and share appreciation rights without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code.

Change in Control

In the event of a change in control (as defined in the Amended and Restated 2015 Plan and described below), our Board will have the discretion to take one or more of the following actions with respect to outstanding stock awards:

•	accelerate the vesting (and, if applicable, the exercisability) of outstanding options and share appreciation rights and provide for its termination prior to the effective time of the transaction;

•	arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to restricted share awards and restricted share unit awards;

•	arrange for the lapse of the performance period applicable to any outstanding award, or deem that the performance measures satisfied at the target or any other level;

•	require that shares of the corporation or other entity resulting from such change in control, or a parent thereof, be substituted for some or all of the shares subject to an outstanding award, with an appropriate or equitable adjustment to such award, as determined by the Board; or

•

require outstanding awards, in whole or in part, to be surrendered to the Company by the holder and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (i) in the case of an option or an share appreciation right, the number of shares then subject to the portion of such option or share appreciation right surrendered multiplied by the excess, if any, of the fair market value of a share as of the date of the change in control, over the purchase price or base price per share subject to such option or share appreciation right, (ii) in the case of a share award, the number of shares then subject to the portion of such award surrendered multiplied by the fair market value of a share as of the date of the change in control, and (iii) in the case of a performance unit award, the value of the performance units then subject to the portion of such award surrendered; (B) shares of the corporation or other entity resulting from such change in control, or a parent thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to restricted share awards and restricted share unit awards.

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For purposes of the Amended and Restated 2015 Plan, a “change in control” generally means any one of the following events:

(i)

the acquisition by any individual, entity, or group of beneficial ownership of 50% or more of either the then-outstanding shares of the Company or the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose any such acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of all or substantially all directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of Shares and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding Shares of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be;

(ii)

the consummation of a reorganization, merger, or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of shares and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding Shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation;

(iii)

during any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(iv)	a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.

In no event shall a change in control include the initial public offering or any bona fide primary or secondary public offering following the occurrence of the initial public offering.

Plan Amendments and Termination

Our Board will have the authority to amend or terminate the Amended and Restated 2015 Plan at any time. However, except as otherwise provided in the Amended and Restated 2015 Plan, no amendment or termination of the Amended and Restated 2015 Plan may materially impair any rights under awards already granted to a participant unless agreed to by the affected participant. We will obtain shareholder approval of any amendment to the Amended and Restated 2015 Plan as required by applicable law and listing requirements. No ISOs may be granted under the Amended and Restated 2015 Plan after the tenth anniversary of the earlier of the date the Amended 2015 Plan was adopted by our Board of Directors or approved by our shareholders.

U.S. Federal Income Tax Consequences

The information set forth below is a summary only and does not purport to be complete. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any recipient may depend on his or her particular situation, each recipient should consult the recipient’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of stock acquired as a result of an award. The Amended and Restated 2015 Plan is not

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qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options

Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. On exercise, an optionee will recognize ordinary income equal to the excess, if any, of the fair market value on the date of exercise of the stock over the exercise price. If the optionee is employed by us or one of our affiliates, that income will be subject to withholding taxes. The optionee’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the optionee’s capital gain holding period for those shares will begin on that date.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the optionee.

Incentive Stock Options

The Amended and Restated 2015 Plan provides for the grant of stock options that qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, an optionee generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the optionee holds a share received on exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the holder’s tax basis in that share will be long-term capital gain or loss.

If, however, an optionee disposes of a share acquired on exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the optionee generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date the ISO was exercised over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the optionee will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired on exercise of an ISO exceeds the exercise price of that stock option generally will be an adjustment included in the optionee’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired on exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.

We are not allowed an income tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired on exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we are allowed a deduction in an amount equal to the ordinary income includible in income by the optionee, subject to Section 162(m) of the Code and provided that amount constitutes an ordinary and necessary business expense for us and is reasonable in amount, and either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

Restricted Share Awards

Generally, the recipient of a restricted share award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally

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will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested.

Restricted Share Unit Awards

Generally, the recipient of a stock unit structured to conform to the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the shares of our common stock received over any amount paid by the recipient in exchange for the shares of our common stock. To conform to the requirements of Section 409A of the Code, the shares of our common stock subject to a stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the stock units otherwise comply with or qualify for an exception to the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from stock units will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock award.

Share Appreciation Rights

We may grant under the Amended and Restated 2015 Plan share appreciation rights separate from any other award or in tandem with other awards under the Amended and Restated 2015 Plan.

Where the share appreciation rights are granted with a strike price equal to the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the share appreciation right.

Section 162(m) Limitations

Compensation of persons who are “covered employees” of the Company is subject to the tax deduction limits of Section 162(m) of the Code. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and which is not modified in any material respect on or after such date.

New Plan Benefits

Except as described in this paragraph with respect to our non-employee directors, the Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers, directors, and employees under the Amended and Restated 2015 Plan. We do not presently have any current plans, proposals or arrangements, written or otherwise, to issue any of the newly available authorized shares under the Amended and Restated 2015 Plan. Our non-employee directors are, however, entitled to receive automatic annual

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awards of stock options under our director compensation program, as described below under “Director Compensation.” As a result, the awards to be granted on the date of the Annual Meeting to our non-employee directors pursuant to the fiscal year 2025 non-employee director compensation program will be granted under the Amended and Restated 2015 Plan, assuming approval of this Proposal No. 3.

Awards Granted Under the 2015 Plan

The following table sets forth, for each of the individuals and various groups indicated, the total number of shares of our common stock subject to equity awards that have been granted under the 2015 Plan as of March 31, 2025.


Name and Position	Number of Shares underlying Option Awards	Number of Shares underlying Restricted Share Unit Awards	Number of Shares underlying PSU Awards⁽¹⁾
Sean A. McCarthy, Chief Executive Officer and Chairman of the Board	5,681,156	645,000	715,000
Christopher (Chris) W. Ogden, Senior Vice President and Chief Financial Officer	741,075	191,288	163,750
Yu-Waye (Wayne) Chu, Senior Vice President and Chief Medical Officer	475,500	139,750	75,000
All current executive officers as a group	6,897,731	976,038	953,750
All current directors who are not executive officers as a group⁽²⁾	1,082,000	—	—
Each nominee for election as a director⁽²⁾	—	—	—
Each associate of any executive officers, current directors or director nominees	—	—	—
Each other person who received or is to receive 5% of awards	—	—	—
All employees, including all current officers who are not executive officers, as a group	19,328,162	4,628,510	1,301,250

(1)	The number of shares underlying performance-based awards granted under the Plan are included at the target level of achievement.

(2)

Our non-employee directors receive automatic annual awards of stock option under our director compensation program, as described below under “Director Compensation.” The table above does not reflect the awards to be granted on the date of the Annual Meeting to our non-employee directors pursuant to the fiscal year 2025 Director Compensation Program.

Required Vote and Board of Directors Recommendation

Approval of Proposal No. 3: The approval of the Amended and Restated 2015 Plan, requires the affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes). Thus, the number of votes “FOR” must exceed the number of votes “AGAINST” for this proposal to pass. Brokers are not authorized to vote on this proposal without instruction from the beneficial owners. Abstentions and broker non-votes will have no effect on this proposal. If this Proposal 3 is approved by our shareholders, the Amended and Restated 2015 Plan will become effective as of the date of the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RESOLUTION TO APPROVE OUR AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN.

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PROPOSAL 4: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Summary

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules, commonly known as a “Say-on-Pay” vote. Accordingly, we are seeking a non-binding, advisory vote to approve the compensation of our named executive officers as described in the “Executive Compensation” section of this Proxy Statement and the compensation tables and accompanying narrative disclosures that follow.

Board Recommendation

Our Compensation Committee and the Board believe that the information provided in the “Executive Compensation” section of this Proxy Statement, compensation tables and accompanying narrative disclosures demonstrates that our executive compensation program is designed appropriately, emphasizes pay for performance and aligns management’s interests with our stockholders’ interests to support long-term value creation.

Accordingly, our Board recommends that stockholders vote “FOR” the following resolution:

RESOLVED, that stockholders of CytomX Therapeutics, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the “Executive Compensation,” section, compensation tables and the accompanying narrative disclosures of this Proxy Statement.

While the vote on this resolution is advisory and not binding on us, the Compensation Committee, or our Board, the Compensation Committee and our Board values thoughtful input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. Our Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. Unless our Board modifies its policy on the frequency of future Say-on-Pay advisory votes, the next Say-on-Pay advisory vote will be held at the 2026 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE, ON A NON-BINDING ADVISORY BASIS, “FOR” THE RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of April 14, 2025, by: (i) each of our directors; (ii) each of our named executive officers; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than 5% of our common stock. On April 14, 2025, there were 80,621,293 shares of common stock outstanding and entitled to vote. Unless otherwise indicated below, the address for each beneficial owner listed is c/o CytomX Therapeutics, Inc., at 151 Oyster Point Boulevard, Suite 400, South San Francisco, California.


Beneficial Owner	Beneficial Ownership**
Beneficial Owner	Number of Shares	Percent of Total
Biotechnology Value Fund⁽¹⁾	8,089,795	10.0 %
Tang Capital Management⁽²⁾	7,811,760	9.7%
Vanguard Group⁽³⁾	4,902,943	6.1 %
Sean A. McCarthy, D. Phil.⁽⁴⁾	4,015,200	4.8 %
Chris Ogden⁽⁵⁾	352,181	*
Wayne Chu M.D.⁽⁶⁾	256,432	*
Matthew P. Young⁽⁷⁾	210,895	*
James R. Meyers⁽⁸⁾	170,000	*
Elaine V. Jones, Ph.D.⁽⁹⁾	175,142	*
Halley Gilbert⁽¹⁰⁾	168,000	*
Mani Mohindru, Ph.D.⁽¹¹⁾	148,000	*
Alan Ashworth, Ph.D.⁽¹²⁾	128,000	*
Zhen Su, M.D., M.B.A.⁽¹³⁾	67,555	*
All executive officers and directors as a group (10 persons)⁽¹⁴⁾	5,691,405	6.6%

*	Denotes ownership percentage less than 1%.

This table is based upon information supplied by officers, directors and principal stockholders and Forms 3, Forms 4 and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and dispositive power with respect to the shares indicated as beneficially owned.

(1)

Based solely on the Schedule 13G/A filed with the SEC on November 14, 2024, by the Biotechnology Value Fund, L.P. (“BVF”), BVF I GP LLC (“BVF GP”), Biotechnology Value Fund II, L.P. (“BVF2”), BVF II GP LLC (“BVF2 GP”), Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), BVF Partners OS Ltd. (“Partners OS”), BVF GP Holdings LLC (“BVF GPH”), BVF Partners L.P. (“Partners”), BVF Inc., and Mark N. Lampert: (i) BVF is the beneficial owner of 5,655,929 shares, including 2,861,334 shares underlying certain Pre-Funded Warrants held by BVF and excluding (a) 786,699 Shares underlying certain Pre-Funded Warrants held by BVF, (b) 3,074,013 Shares underlying the Tranche 1 Warrants held by BVF, and (c) 3,074,013 Shares underlying the Tranche 2 Warrants held by BVF that are excluded due to the Beneficial Ownership Blocker (as defined below), (ii) BVF2 is the beneficial owner of 2,135,164 shares, excluding (a) 2,872,616 shares underlying the Pre-Funded Warrants held by BVF2, (b) 2,351,446 Shares underlying the Tranche 1 Warrants held by BVF2, and (c) 2,351,446 Shares underlying the Tranche 2 Warrants held by BVF2 that are excluded due to the Beneficial Ownership Blocker, and (iii) Trading Fund OS is the beneficial owner of 243,703 shares, excluding (a) 274,539 shares underlying certain Pre-Funded Warrants held by Trading Fund OS, (b) 270,616 Shares underlying the Tranche 1 Warrants held by Trading Fund OS, and (c) 270,616 Shares underlying the Tranche 2 Warrants held by Trading Fund OS that are excluded due the Beneficial Ownership Blocker. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 5,655,929 shares beneficially owned by BVF. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,135,164 shares beneficially owned by BVF2. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 243,703 shares beneficially owned by Trading Fund OS. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,791,093 shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 8,089,795 shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and a certain Partners managed account (the “Partners Managed Account”), including 54,999 shares held in the Partners Managed Account, and excluding (a) 127,889 Shares underlying certain Pre-Funded Warrants held by the Partners Managed Account, (b) 73,156 Shares underlying the Tranche 1 Warrants held by the Partners Managed Account, and (c) 73,156 Shares underlying the Tranche 2 Warrants held by the Partners Managed Account that are excluded due to the Beneficial Ownership Blocker. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,089,795 shares beneficially owned by Partners. Mr. Mark N. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 8,089,795 shares beneficially owned by BVF Inc. Subject to the Beneficial Ownership Blocker (as defined below), BVF, BVF2 and Trading Fund OS may also be deemed to beneficially own an aggregate of 15,326,004 shares of our common stock issuable upon exercise of the Pre-Funded Warrants, Tranche 1 Warrants and Tranche 2 Warrants that are described as excluded above. Pursuant to the terms of such Pre-Funded Warrants, Tranche 1 Warrants and Tranche 2 Warrants (collectively, the “Warrants”), BVF and its affiliated entities that hold such Warrants, do not have the right to exercise any portion of their Warrants, and any such exercise shall be void ab initio to the extent (but only to the extent) that, after giving effect to the issuance of our common stock after exercise, the holder of such Warrant(s) (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of its affiliates) would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of our common stock following

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the exercise of such Warrant(s) (the “Beneficial Ownership Blocker”). The number of shares of our common stock shown as beneficially owned by Biotechnology Value Fund reflects application of the Beneficial Ownership Limitation as described above, although the Beneficial Ownership Limitation may be changed at a holder’s election upon 61 days’ notice to the Company. BVF reports its address as 44 Montgomery St. 40^th Floor, San Francisco, CA 94104.

(2)

Based solely on the Schedule 13G/A filed with the SEC on November 14, 2024 by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management. Tang Capital Partners reports its address as 4747 Executive Drive, Suite 210, San Diego, CA 92121.

(3)	Based solely on the Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group. The Vanguard Group reports its address as 100 Vanguard Blvd. Malvern, PA 1935.

(4)	Consists of (a) 599,603 shares of our common stock, and (b) 3,415,597 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(5)	Consists of (a) 45,205 shares of our common stock, and (b) 306,976 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(6)	Consists of (a) 4,725 shares of our common stock, and (b) 251,707 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(7)	Consists of 210,895 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(8)	Consists of 170,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(9)	Consists of (a) 5,142 shares of our common stock, and (b) 170,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(10)	Consists of 168,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(11)	Consists of 148,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(12)	Consists of 128,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(13)	Consists of 67,555 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

(14)	Consists of: (a) 654,675 shares of our common stock, and (b) 5,036,730 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 14, 2025.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Party Transactions

We have adopted a written related party transactions policy, which sets forth the policies and procedures for the review and approval or ratification of related party transactions. The policy covers, with certain exceptions set forth in Item 404 of Regulation S-K promulgated under the Exchange Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed years, and a related party had, has or will have a direct or indirect material interest, including indebtedness, guarantees of indebtedness and employment by us of a related party.

A related party transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee of our Board or the chairperson of the Audit Committee in accordance with the standards set forth in the policy after full disclosure of the related party’s interests in the transaction. As appropriate for the circumstances, the Audit Committee or the chairperson of the Audit Committee, as applicable, shall review and consider:

•	the related party’s interest in the transaction

•	the approximate dollar value of the amount involved in the related party transaction;

•	the approximate dollar value of the amount of the related party’s interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in our ordinary course of business;

•	whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

•	the purpose and the potential benefits of the related party transaction to us;

•	required public disclosure, if any; and

•	any other information regarding the related party transaction or the related party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Since January 1, 2024, we have followed all policies and procedures in reviewing, approving and ratifying related person transactions.

Certain Related Party Transactions

We describe below transactions and series of similar transactions since January 1, 2024, to which we were a party or will be a party, in which (i) the amounts involved exceeded or will exceed $120,000 and (ii) any of our directors, executive officers, holders of more than 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described where required in the sections titled “Director Compensation” and “Executive Compensation,” respectively, in this Proxy Statement.

Director and Executive Officer Agreements and Compensation

We have entered employment-related agreements with our executive officers. See section titled “Executive Compensation,” respectively, in this Proxy Statement for more information regarding each of these agreements and compensation of our directors and executive officers.

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors

The following sets forth information about our directors as of April 14, 2025.


Name	Position	Age
Sean A. McCarthy, D. Phil.	Class I Director, Chief Executive Officer and Chairman of the Board	58
Mani Mohindru, Ph.D	Class I Director	53
Zhen Su, M.D., M.B.A.	Class I Director	48
Elaine V. Jones, Ph.D.	Class II Director	70
Matthew P. Young	Class II Director	55
James R. Meyers	Class III Director	59
Halley Gilbert	Class III Director	55
Alan Ashworth, Ph.D.	Class III Director	64

The following are brief biographies of our current directors whose current term of office continues through the 2025 Annual Meeting of Stockholders. Biographies of our three current directors who are being nominated to a new term of office at the 2025 Annual Meeting of Stockholders are included above under “Proposal No. 1 Election of Directors.”

Class I Directors Nominated for Election at the 2025 Annual Meeting of Stockholders

Sean A. McCarthy, D. Phil.

Biographical information included above under “Proposal No.1 Election of Directors”.

Mani Mohindru, Ph.D.

Biographical information included above under “Proposal No.1 Election of Directors”.

Zhen Su, M.D., M.B.A.

Biographical information included above under “Proposal No.1 Election of Directors”.

Class II Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

Matthew P. Young

Mr. Matthew P. Young has served as a member of our Board since September 2015. Mr. Young currently serves as a Managing Director at Longitude Capital, a position he has held since August 2022. Before that, Mr. Young was serving as Chief Operating Officer and Chief Financial Officer of GRAIL from October 2019 to December 2021. Prior to joining GRAIL, Mr. Young had served as Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals (“Jazz”), a role he held since February 2015. He previously had served as Senior Vice President and Chief Financial Officer of Jazz since March 2014 and as Senior Vice President, Corporate Development of Jazz since April 2013. Prior to joining Jazz, Mr. Young worked in investment banking for approximately 20 years. From February 2009 to April 2013, he served as a Managing Director in global healthcare of Barclays Capital Inc., an investment banking firm, where his role included acting as the co-head of life sciences at Barclays Capital. From 2007 to 2008, Mr. Young served as a Managing Director of Citigroup Global Markets Inc., an investment banking firm, and, from 2003 to 2007, as a Managing Director of Lehman Brothers Inc., an investment banking firm. In 2015, he joined the board of directors of PRA Health Sciences Inc., a contract research company, a position he held until July 2021. Mr. Young currently serves on the board of directors of the privately-held biopharmaceutical companies OrsoBio, Inc., Alpha-9 Oncology, Inc. and AllIn Bio. Mr. Young received a B.S. in economics and a M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Young is qualified to serve on our Board due to his extensive management experience, significant experience in the life sciences industry and financial expertise.

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Elaine V. Jones, Ph.D.

Elaine V. Jones has served as a member of our Board since May 2019. Dr. Jones retired in April 2019 from her role as Vice President, Worldwide Business Development and Senior Partner at Pfizer Ventures, the venture capital arm of Pfizer Inc. After joining Pfizer Ventures as Executive Director in 2008, Dr. Jones was responsible for making and managing venture investments for Pfizer as well as serving in board roles for several therapeutic companies. Prior to this, Dr. Jones held the position of General Partner at EuclidSR Partners, a venture firm specializing in private investment in private and public equity within the health sciences, healthcare, biopharmaceutical sectors, until 2008. Dr. Jones began her investment career at S.R. One, the corporate investment fund of GlaxoSmithKline, which she joined in 1999. Prior to this, Dr. Jones served as Director of Scientific Licensing at SmithKline Beecham and as a research scientist in the research and development division of SmithKline Beecham Pharmaceutical. During her venture career, Dr. Jones has served on the boards of more than 20 early to mid-stage biotechnology, therapeutic and pharmaceutical companies. Dr. Jones has served as a member of the board of directors of Gritstone Oncology, a publicly-traded biopharmaceutical company, since September 2019. She has served on the board of HBM Healthcare Investments AG, a publicly-traded Swiss Investment Company since June 2018. She has also served on the board of NextCure, Inc., a publicly-traded biopharmaceutical company, since December 2015. Dr. Jones also currently serves on the boards of privately held biopharmaceutical companies and has served on the board of the Novartis Venture Fund since 2020. Dr. Jones holds a B.S. in biology from Juniata College and a Ph.D. in microbiology from the University of Pittsburgh. We believe that Dr. Jones is qualified to serve on our Board due to her broad knowledge of the life sciences industry and significant experience in pharmaceutical drug discovery and business development.

Class III Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

Alan Ashworth, Ph.D.

Dr. Alan Ashworth has served as a member of our Board since September 2021. He currently serves as the President of the Helen Diller Family Comprehensive Cancer Center at the University of California, San Francisco (UCSF), a position he has held since 2015. He also serves as the Senior Vice President for Cancer Services and a Professor of Medicine in Division of Hematology/Oncology, Department of Medicine at UCSF Health, position(s) he has held since 2015. Prior to joining UCSF, Dr. Ashworth was Chief Executive Officer of the Institute of Cancer Research, a position he held from 2011 to 2014, as well as serving as their Director of the Breakthrough Breast Cancer Center from 1999 to 2011 and Professor of Molecular Biology from 1997 to 2014. He is an elected member of European Molecular Biology Organization, the Academy of Medical Sciences, and a Fellow of the Royal Society. Dr. Ashworth received his Ph.D. in biochemistry from University College London, U.K., and his B.Sc. in chemistry and biochemistry from Imperial College of Science and Technology, University of London, U.K. We believe that Dr. Ashworth is qualified to serve on our Board due to his deep medical experience and service on the boards of directors of several cancer centers.

James R. Meyers

Mr. James R. Meyers has served as a member of our Board since December 2018. Currently, Mr. Meyers serves as the President and CEO of IntraBio, a privately-held biopharmaceutical company with a late-stage drug pipeline that develops treatments for genetic and neurodegenerative diseases, having been appointed to that position in November 2020. Mr. Meyers has served on the board of Sangamo Therapeutics, Inc, a publicly-traded biotechnology company, since December 2019, and on the board of Arbutus Biopharma Corporation, also a publicly-traded biotechnology company, since October 2018. Prior to that, Mr. Meyers had served as a senior advisor to Gilead Sciences from February 2018 to December 2021. Prior to his advisory role, Mr. Meyers most recently served as Gilead’s Executive Vice President of worldwide commercial operations where he was responsible for all commercial activities including pricing and market access in North America, Europe, Middle East, Australia and Japan. Over his 22-year career at Gilead, Mr. Meyers led some of the most important and successful product launches in the history of the biopharmaceutical industry, most notably in the therapeutic areas of HCV and HIV. Prior to joining Gilead, Mr. Meyers held positions of increasing responsibility in sales, training, marketing and management with Zeneca Pharmaceuticals and Astra USA. In addition to the above, Mr. Meyers has also served on the board of directors of IntegriChain Corporation, a privately-held biopharmaceutical company, since March 2024, and Pulmocide, Ltd., a privately-held biopharmaceutical company based in the United Kingdom, since September 2021. Mr. Meyers holds a B.S. in Economics from Boston College. We believe that Mr. Meyers is qualified to serve on our Board due to his worldwide commercial leadership experience within the biotechnology industry.

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Halley Gilbert

Ms. Halley Gilbert has served as a member of our Board since April 2020. Currently, Ms. Gilbert serves as the Chief Legal Officer of CARGO Therapeutics, a publicly-traded biopharmaceutical company, a position she has held since September 2023. Ms. Gilbert had previously served as the Chief Legal Officer of NeoGenomics Laboratories, a position she held from August 2021 to April 2022. Prior to her role at NeoGenomics Laboratories, Ms. Gilbert held the position of Chief Operating Officer of Adagio Therapeutics, Inc., from June 2020 to August 2021. Until February 2020, Ms. Gilbert held the position of Senior Vice President, Corporate Development and Chief Administrative Officer at Ironwood Pharmaceuticals, Inc. having joined the company in 2008 as Vice President and General Counsel. Prior to this, Ms. Gilbert served in several roles at Cubist Pharmaceuticals, Inc. (acquired by Merck), including as Vice President, Deputy General Counsel, Assistant Secretary and Assistant General Counsel from 2002 to 2007. From 1999 to 2002, Ms. Gilbert held the position of Corporate Counsel at Genzyme Corporation. Ms. Gilbert began her career at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, where, serving as a corporate associate from 1995 to 1998, she specialized in mergers and acquisitions and securities law. Ms. Gilbert has served on the board of Arcutis Biotherapeutics, Inc., a publicly-traded biopharmaceutical company, since April 2020, and on the board of Vaxcyte, Inc., a publicly-traded vaccine innovation company, since April 2020. Ms. Gilbert formerly served on the board of directors of Dermira, Inc. (acquired by Eli Lilly and Company) and Achaogen, Inc. Ms. Gilbert received a J.D. from Northwestern University School of Law and a B.A. from Tufts University. We believe that Ms. Gilbert is qualified to serve on our Board due to her broad knowledge of the life sciences industry and significant experience in business development, corporate strategy, law and compliance.

Meetings of the Board of Directors

The Board met 6 times during the fiscal year ended December 31, 2024. The Audit Committee of the Board met 4 times, the Compensation Committee of the Board met 5 times and the Nominating and Corporate Governance Committee of the Board met 2 times. Each member of the Board attended at least 75% of the aggregate number of meetings of our Board and of the committees on which they served, that were held during the period of the last fiscal year and during which they served on the Board or such committees.

Director Attendance at Annual Meetings

Our Board has a policy of encouraging director attendance at our annual meetings of stockholders, but attendance is not mandatory. Our Board and management team encourage all of our directors to attend the virtual 2025 Annual Meeting of Stockholders. All of our directors attended the virtual 2024 Annual Meeting of Stockholders.

Corporate Governance Guidelines

The Board has documented our governance practices in our corporate governance guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth certain practices the Board will follow with respect to Board composition, Board committees, Board nomination, director qualifications and evaluation of the Board and committees. The corporate governance guidelines and the charter for each committee of the Board may be viewed at www.cytomx.com.

Board Leadership Structure

Our bylaws and corporate governance guidelines provide our Board with flexibility to combine or separate the positions of chairman 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 the Company. The position of chief executive officer and chairman of the Board is currently held by Sean A. McCarthy, D. Phil. The Board also appointed Matthew P. Young to serve as Lead Independent Director of the Board. In that role, Mr. Young presides over the executive sessions of the Board in which Dr. McCarthy does not participate, serves as a liaison to Dr. McCarthy and management on behalf of the Board and performs such other duties and exercises such other powers as may from time to time be assigned by the bylaws or the Board.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

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Risk Oversight

The Board monitors and assesses key business risks directly through deliberations of the Board and also by way of delegation of certain risk oversight functions to be performed by committees of the Board. The Board regularly reviews and assesses, among other matters, the following important areas that present both opportunities and risk to the Company’s business:

•	review and approval of the Company’s annual operating and capital spending plan and review of management’s updates as to the progress against the plan and any related risks and uncertainties;

•	periodic consideration of the balance of risk and opportunities presented by the Company’s medium to long-term strategic plan and the potential implications of success and failure in one or more of the Company’s key drug development programs;

•	regular consideration of the risks and uncertainties presented by alternative clinical development strategies;

•	regular review of the progress and results of the Company’s clinical development programs and early research efforts, including, without limitation, the strengths, weaknesses, opportunities and threats for these programs;

•	periodic review and oversight of any material outstanding litigation or threatened litigation;

•	review and approval of material collaboration partnerships for the further development and commercial exploitation of the Company’s proprietary drug development programs and technologies;

•	regular review and approval of the annual corporate goals and an assessment of the Company’s level of achievement against these established goals;

•	regular review of the Company’s financial position relative to the risk and opportunities for the Company’s business;

•	periodic review of the Company’s intellectual property estate;

•	review and assessment of succession planning and performance concerns for the Section 16 officers; and

•	periodic review of the Company’s compensation programs.

The discussion above of risk oversight matters reviewed by the Board is intended to be illustrative only and not a complete list of all important matters reviewed and considered by the Board in providing oversight and direction for the Company’s senior management and business.

The risk oversight function of the Board is also administered through various Board committees. The Audit Committee oversees the management of financial, accounting, internal controls, disclosure controls, the engagement and regular oversight of the independent auditors and other financial compliance risks. The Audit Committee also periodically reviews the Company’s investment policy for its cash reserves and fraud monitoring practices and procedures, including the maintenance and monitoring of a whistleblower hotline.

The Compensation Committee is responsible for the design and oversight of the Company’s compensation programs. The Compensation Committee also regularly reviews and reports to the Board on succession planning for the chief executive officer and certain other select senior management positions.

The Nominating and Corporate Governance Committee periodically reviews the Company’s corporate governance practices, including certain risks that those practices are intended to address and certain corporate compliance risks. The Nominating and Corporate Governance Committee periodically reviews the composition of the Board to help ensure that a diversity of skills and experiences is represented by the members of the Board taking into account the stage of growth of the Company and its strategic direction, as well as identifies, evaluates and nominates qualified candidates.

In carrying out their risk oversight functions, the Board and its committees routinely request and review management updates, reports from the independent auditors and legal and regulatory advice from outside experts, as appropriate, to assist in discerning and managing important risks that may be faced by the Company. The Board is committed to continuing to ensure and evolve its risk oversight practices as appropriate given the stage of the Company’s evolution as a drug development Company and the fast-paced changes in the biopharmaceutical industry.

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Independence of the Board of Directors

Under the rules of The Nasdaq Stock Market LLC (“Nasdaq”), independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy additional independence criteria set forth in Rule 10A-3 under the Exchange Act, and in Nasdaq Rule 5605(c)(2)(A). Under Nasdaq rules, 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.

To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in their capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board determined that none of our directors, other than Dr. McCarthy, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq rules. Dr. McCarthy is not considered independent because he is an employee of the Company. Our Board determined that Matthew P. Young, a member of our Audit Committee, James R. Meyers, a member of our Compensation Committee, Elaine V. Jones, Ph.D., a member of our Compensation Committee and Nominating and Corporate Governance Committee, Halley Gilbert, a member of our Audit Committee and Nominating and Corporate Governance Committee, Mani Mohindru, Ph.D., a member of our Audit Committee, Alan Ashworth, Ph.D., a member of our Nominating and Corporate Governance Committee, and Zhen Su, M.D., M.B.A., a member of our Compensation Committee, satisfy the independence standards for such committees established by applicable SEC and the Nasdaq rules, including, with respect to Ms. Gilbert, Dr. Mohindru and Mr. Young, the heightened independence criteria applicable to the Audit Committee, as set forth in Rule 10A-3 and Nasdaq Rule 5605. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Information Regarding the Committees of the Board of Directors

Our Board has three regularly constituted committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides current membership information for each of the Board committees:


Name	Audit	Compensation	Nominating and Corporate Governance
Sean A. McCarthy, D. Phil.	—	—	—
Mani Mohindru, Ph.D.⁽²⁾	X	—	—
Matthew P. Young	X⁽¹⁾	—	—
James R. Meyers	—	X⁽¹⁾	—
Elaine V. Jones, Ph.D.	—	X	X
Halley Gilbert	X	—	X⁽¹⁾
Alan Ashworth, Ph.D.	—	—	X
Zhen Su, M.D., M.B.A.⁽³⁾	—

Sean A. McCarthy, D. Phil.

Class I Director

Mani Mohindru, Ph.D

Class I Director

Zhen Su, M.D., M.B.A.

Class I Director

SEC Form DEF 14A filed by CytomX Therapeutics Inc.