SEC Form DEF 14A filed by CytomX Therapeutics Inc.

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Definitive Proxy Statement

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No fee required.

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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.

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.

•

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

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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.

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

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

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

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

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

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

1.

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.

2.

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.

4.

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.

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.

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

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

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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.

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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.

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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.

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).

(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.

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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;

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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;

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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;

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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

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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.

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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.

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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.

(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.

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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.

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

(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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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

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

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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;

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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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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;

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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

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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.

(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.

(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.

*

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

(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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the related party’s interest in the transaction

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

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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;

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

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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;

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

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required public disclosure, if any; and

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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.

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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;

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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;

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

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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;

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

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

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

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

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periodic review of the Company’s intellectual property estate;

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

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periodic review of the Company’s compensation programs.

(1)

Committee chairperson.

(2)

Dr. Mohindru stepped down from the Compensation Committee in March 2025.

(3)

Dr. Su was appointed to the Compensation Committee in March 2025

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appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

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pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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reviewing annually a report by the independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;

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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

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coordinating the oversight and reviewing the adequacy of our internal control over financial reporting with both management and the independent registered public accounting firm;

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establishing policies and procedures for the receipt and retention of accounting related complaints and concerns, including a confidential, anonymous mechanism for the submission of concerns by employees;

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periodically reviewing legal compliance matters, including any securities trading policies, periodically reviewing significant accounting and other financial risks or exposures to our company and reviewing and, if appropriate, approving all transactions between our company and any related party (as described in Item 404 of Regulation S-K promulgated under the Exchange Act);

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establishing policies for the hiring of employees and former employees of the independent registered public accounting firm;

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consulting with management on the establishment of procedures and internal controls to address cyber security related risks; and

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preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement.

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reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

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evaluating the performance of our chief executive officer in light of such corporate goals and objectives and approving the compensation of our chief executive officer;

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reviewing and approving the compensation of our other executive officers;

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reviewing our compensation, welfare, benefit and pension plans and similar plans;

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reviewing and making recommendations to the Board with respect to director compensation; and

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preparing for inclusion in our proxy statement the report, if any, of the compensation committee required by the SEC.

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identifying individuals qualified to become members of the Board;

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recommending to the Board the persons to be nominated for election as directors and to each committee of the Board;

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annually reviewing our corporate governance guidelines;

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overseeing management’s handling of environmental, social and governance matters of importance to the Company; and

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monitoring and evaluating the performance of the Board and leading the Board in an annual self-assessment of its practices and effectiveness.

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The name, mailing address, and telephone number of the security holder sending the communication.

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The number and type of our securities owned by such security holder.

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If the security holder is not a record owner of our securities, the name of the record owner of our securities beneficially owned by the security holder.

(1)

Pursuant to applicable SEC executive compensation disclosure rules, the amounts reported in this column reflect the grant date fair value of an option to purchase 38,000 shares of our common stock granted on May 15, 2024 to each director named above, calculated in accordance with Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), other than Dr. Su who was granted an additional 76,000 shares in connection with his appointment as a director (as described in the “Director Compensation” section below). For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, our non-employee directors held outstanding options to purchase shares of our common stock as follows: Dr. Mohindru, 148,000; Mr. Young, 210,895; Mr. Meyers, 170,000; Dr. Jones, 170,000; Ms. Gilbert, 168,000; Dr. Ashworth, 128,000; and Dr. Su, 114,000. Other than these options, none of our existing non-employee directors held any other equity awards in the Company on that date.

(1)

Mr. Young was reappointed as the Lead Independent Director of our Board in March 2025.

(1)

In connection with his promotion to Chief Financial Officer of the Company, Mr. Ogden received: (i) an additional grant of an option to purchase 75,000 shares of our common stock that vests in 48 equal monthly installments subject to continuous employment, and (ii) an additional grant of 17,500 RSUs that vest annually in 33% increments over 3 years of continuous employment.

(1)

The amounts reported in this column reflect the grant date fair value of restricted share units and performance stock units granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718, and amounts reported for performance stock units assume achievement of performance goals at maximum. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of restricted share unit and performance stock unit awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.

(2)

The amounts reported in this column reflect the grant date fair value of option awards granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718. For the 2024 option grants, and a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.

(3)

The amounts reported constitute 401(k) matching contributions.