Alan Ashworth
CytomX TherapeuticsAbout Alan Ashworth
Alan Ashworth, Ph.D., FRS, is an independent Class III director of CytomX Therapeutics (CTMX) who has served on the Board since September 2021. He is 64 and is President of the Helen Diller Family Comprehensive Cancer Center at UCSF, Senior Vice President for Cancer Services at UCSF Health, and Professor of Medicine (Hematology/Oncology); he previously served as CEO of the Institute of Cancer Research (2011–2014), Director of the Breakthrough Breast Cancer Center (1999–2011), and Professor of Molecular Biology (1997–2014). He holds a Ph.D. in biochemistry from University College London and a B.Sc. in chemistry/biochemistry from Imperial College; he is an elected Fellow of the Royal Society.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute of Cancer Research (UK) | Chief Executive Officer | 2011–2014 | Led academic oncology organization; prior leadership at Breakthrough Breast Cancer Center |
| Breakthrough Breast Cancer Center (ICR) | Director | 1999–2011 | Directed translational breast cancer research center |
| Institute of Cancer Research (UK) | Professor of Molecular Biology | 1997–2014 | Academic leadership in molecular oncology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCSF Helen Diller Family Comprehensive Cancer Center | President | 2015–present | Also SVP for Cancer Services and Professor of Medicine (Heme/Onc) at UCSF Health |
| Professional Honors | Fellow/Member | N/A | Fellow of the Royal Society; member of EMBO and Academy of Medical Sciences |
Board Governance
- Independence: The Board determined Dr. Ashworth is independent under Nasdaq rules; all directors except the CEO are independent.
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Halley Gilbert; other members: Elaine V. Jones).
- Attendance: In 2024, the Board met 6 times; committees (Audit 4, Compensation 5, Nominating 2). Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Board structure: 8 directors; classified into three classes (I–III). Dr. Ashworth is Class III, continuing in office until the 2027 Annual Meeting. Lead Independent Director: Matthew P. Young, who presides over executive sessions.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $40,000 | Standard annual retainer for non-employee directors |
| Nominating & Governance Committee member fee | $4,000 | Member retainer (non-chair) |
| Total cash fees earned | $44,000 | Matches director compensation table total cash for Ashworth |
| Option awards (grant-date fair value) | $58,732 | Annual option grant (38,000 shares) on May 15, 2024, valued under ASC 718 |
| Total FY2024 compensation | $102,732 | Cash + option grant fair value |
Program details:
- Annual grant: 38,000 options at the annual meeting; vest in full at earlier of next annual meeting or first anniversary; exercise price at closing price on grant date; change-in-control accelerates vesting in full for non-employee directors.
- Director fee schedule: Board $40,000; Audit (Chair $15,000; Member $7,500); Compensation (Chair $12,000; Member $6,000); Nominating & Governance (Chair $8,000; Member $4,000); Lead Independent Director $25,000.
Performance Compensation
Non-employee director compensation is not tied to performance metrics; equity is time-based. Key 2024 equity details:
- Annual option grant: 38,000 options (grant 5/15/2024), ASC 718 fair value $58,732; vesting by next annual meeting/first anniversary; exercise price equals Nasdaq closing price on grant date; full vesting on change-in-control.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Dr. Ashworth |
| Compensation Committee interlocks | Company disclosed no compensation committee interlocks in 2024 (Dr. Ashworth is not on the Compensation Committee) |
| Related-party transactions | Company policy in place; no Ashworth-related transactions disclosed since Jan 1, 2024 in the proxy |
Expertise & Qualifications
- Global oncology leader with deep academic and translational cancer expertise; FRS honors; prior CEO of ICR and director of a leading breast cancer research center.
- Board role aligned to governance oversight (Nominating & Corporate Governance), leveraging institutional leadership experience.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 128,000 | All via options exercisable within 60 days of April 14, 2025 |
| Ownership % of outstanding | <1% | As reported (“*” less than 1%) |
| Outstanding director options (12/31/2024) | 128,000 | Options held by Dr. Ashworth as of year-end 2024 |
| RSUs/PSUs held | None disclosed | Directors held options; no other equity awards disclosed at 12/31/2024 |
| Hedging/Pledging | Hedging prohibited by policy; insider trading policy in effect; pledging policy not detailed in proxy text | Company prohibits hedging by employees/directors; policy filed with 2023 10-K |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosed in proxy |
Governance Assessment
- Strengths: Independent director with high-relevance oncology and institutional leadership credentials; active on Nominating & Corporate Governance; attendance threshold met; equity awards align interests; hedging prohibited; director equity accelerates on change-in-control (common for small-cap biotech).
- Alignment: Cash retainer plus time-based options; 128,000 options beneficially owned; no pledging disclosed; no related-party transactions disclosed.
- Watch items: Amended 2015 plan removed prior director compensation limits (could increase flexibility around director equity awards; monitor magnitude over time).
Overall, Dr. Ashworth appears to be an engaged, independent governance contributor with domain expertise and standard small-cap biotech director pay structure; no conflicts or attendance red flags are disclosed.