Chris Ogden
CytomX TherapeuticsAbout Chris Ogden
Chris W. Ogden is Senior Vice President and Chief Financial Officer of CytomX Therapeutics (CTMX), appointed effective June 15, 2024; he joined CytomX in August 2021 as Vice President, Finance & Accounting and has served as Principal Financial Officer and Principal Accounting Officer since September 2022 . He is 41 as of April 14, 2025, holds a B.A. in economics from Wabash College and an M.B.A. from Harvard Business School, and previously held finance leadership roles at Eli Lilly, including CFO of Lilly Diabetes (May–Aug 2021), CFO/Treasurer of Lilly del Caribe (Apr 2018–May 2021), Director of Investor Relations (Jun 2016–Apr 2018), and Financial Director, U.S. Diabetes (Jan 2014–May 2016) . CytomX’s board assessed 2024 corporate goals at 58% of target but elected not to pay a corporate cash bonus to NEOs; in January 2025, milestone-based one-time cash awards were approved (Ogden: $95,730) contingent on meeting specified milestones by December 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly and Company | CFO, Lilly Diabetes division | May 2021–Aug 2021 | Senior finance leadership for Diabetes segment |
| Eli Lilly and Company (Lilly del Caribe) | Senior Director, CFO & Treasurer | Apr 2018–May 2021 | Regional finance and treasury leadership |
| Eli Lilly and Company | Director, Investor Relations | Jun 2016–Apr 2018 | External financial communications and investor engagement |
| Eli Lilly and Company | Financial Director, U.S. Diabetes | Jan 2014–May 2016 | Business unit financial planning and analysis |
| CytomX Therapeutics | VP, Finance & Accounting | Aug 2021–Jun 2024 | Built internal finance capabilities prior to CFO promotion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in company proxy biographies for Ogden | — | — | — |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 424,652 | Annual base for Ogden as NEO |
| Target Bonus (% of Salary) | 40% | Set by Compensation Committee |
| Actual Bonus Paid ($) | 0 | Corporate goals at 58% but no corporate bonus paid to NEOs for 2024 |
Performance Compensation
Cash Incentives
| Component | Metric/Trigger | Target/Potential | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual bonus (2024) | Corporate and individual goals | 40% of salary | $0 (committee elected no payout) | 2024 performance year |
| One-time milestone award (granted Jan 2025) | Specific performance milestone by Dec 31, 2025 | $95,730 | Pending | Award earned upon milestone; employment required through achievement |
Equity Awards Granted in 2024
| Grant Date | Type | Shares | Exercise Price | Vesting |
|---|---|---|---|---|
| Jan 18, 2024 | RSUs | 40,000 | — | 33.3% annually over 3 years for subsequent RSU grants |
| Jan 18, 2024 | PSUs | 75,000 | — | 50% upon Year 1 objectives; 50% upon Year 2 objectives; service required |
| Jan 18, 2024 | Stock Options | 154,000 | $1.68 | 1/48 monthly from commencement date (time-based) |
| Jun 12, 2024 (CFO promotion) | Stock Options | 75,000 | $1.49 | 1/48 monthly (time-based) |
| Jun 12, 2024 (CFO promotion) | RSUs | 17,500 | — | 33.3% annually over 3 years |
2024 Grant-Date Fair Value recognized in SCT
| Component | Amount ($) |
|---|---|
| Stock awards (RSUs/PSUs) | 219,275 |
| Option awards | 265,352 |
Equity plan governance: Repricing of options/SARs is prohibited without stockholder approval; awards are subject to clawback under approved policy; dividends/dividend equivalents require vesting and are restricted until vest .
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Chris Ogden | 352,181 | <1% (*) |
Outstanding Equity Awards (as of Dec 31, 2024) – Selected Ogden Grants
| Grant Date | Instrument | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Sep 15, 2021 (vc) | Stock Options | 56,666 | 11,334 | $4.97 | Sep 14, 2031 |
| Feb 2, 2022 | Stock Options | 10,323 | 4,252 | $4.13 | Feb 1, 2032 |
| Aug 10, 2022 | Stock Options | 64,166 | 18,334 | $1.59 | Aug 9, 2032 |
| Feb 2, 2023 | Stock Options | 34,375 | 40,625 | $2.59 | Feb 1, 2033 |
| Jan 18, 2024 | Stock Options | 35,291 | 118,709 | $1.68 | Jan 17, 2034 |
| Jun 12, 2024 | Stock Options | 9,375 | 65,625 | $1.49 | Jun 11, 2034 |
Unvested RSUs (as of Dec 31, 2024) and Proxy-Stated Market Value
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| Mar 15, 2022 | 3,644 | 3,753 |
| Mar 15, 2023 | 16,666 | 17,166 |
| Feb 2, 2023 | 37,500 | 38,625 |
| Jan 18, 2024 | 75,000 | 77,250 |
| Jun 12, 2024 | 17,500 | 18,025 |
- Hedging/Pledging: The company prohibits hedging transactions for employees and directors under its Corporate Securities Trading Policy; pledging is discussed under policy headings but prohibition language specifically addresses hedging in disclosed text .
Employment Terms
- Appointment and role: CFO effective June 15, 2024; continues as Principal Financial Officer and Principal Accounting Officer; indemnification agreement on file consistent with standard director/officer form .
- Severance & Change-in-Control (CIC) for NEOs (includes Ogden):
- Outside CIC window: 12 months base salary, prorated annual target bonus, and 12 months COBRA if terminated without cause or resigns for good reason .
- Within 60 days prior to or 12 months following a CIC: 12 months base salary, annual target bonus, 12 months COBRA, and full acceleration of outstanding equity upon qualifying termination (without cause or for good reason) .
- Clawback: Awards under the Amended and Restated 2015 Plan are subject to recoupment per company clawback policy .
- Repricing: Prohibited without shareholder approval .
- Related-party transactions: None involving Ogden requiring Item 404(a) disclosure; no arrangements/understandings for selection .
Investment Implications
- Pay-for-performance discipline: 2024 corporate goals were assessed at 58% but no corporate bonuses were paid, indicating tightened cash discipline; Ogden’s one-time milestone award ($95,730) aligns cash payout to near-term execution milestones in 2025 .
- Near-term vesting overhang: Multiple option grants vest monthly (1/48) with low exercise prices ($1.68 and $1.49 in 2024), and RSU tranches vest annually; this structure can create predictable incremental supply, but PSUs are contingent on achieving company objectives (50% year-one; 50% year-two), tempering immediate selling pressure .
- Alignment and governance: Beneficial ownership of 352,181 shares (<1%) and full equity acceleration on CIC with termination (double-trigger acceleration construct) suggest retention balanced with strategic optionality; clawback and no-repricing provisions mitigate governance risk .
- Trading signals: Hedging is prohibited; with milestone-cash incentive and significant option overhang at low strikes, upside price moves could unlock option exercise interest, while absence of 2024 cash bonus reduces immediate liquidity needs for selling; monitor Form 4s for actual activity and PSU milestone disclosures during 2025 .