Elaine Jones
CytomX TherapeuticsAbout Elaine V. Jones, Ph.D.
Elaine V. Jones (age 70) is an independent Class II director of CytomX Therapeutics, serving since May 2019. She is a veteran life sciences investor and former Vice President/Senior Partner at Pfizer Ventures, with prior scientific and licensing roles at SmithKline Beecham and investment roles at S.R. One and EuclidSR Partners. She holds a B.S. in Biology (Juniata College) and a Ph.D. in Microbiology (University of Pittsburgh).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Ventures (Pfizer Inc.) | VP, Worldwide Business Development; Senior Partner; Executive Director (venture investments, board roles) | 2008–Apr 2019 | Led Pfizer’s venture investments; served on boards of several therapeutic companies |
| EuclidSR Partners | General Partner | To 2008 | Private/public equity investing in health sciences/biopharma |
| S.R. One (GSK corporate VC) | Investor (started career) | Since 1999 (end not disclosed) | Corporate venturing at GSK |
| SmithKline Beecham | Director, Scientific Licensing; Research Scientist | Not disclosed | Drug discovery and licensing experience |
External Roles
| Company/Institution | Role | Public/Private | Start |
|---|---|---|---|
| Gritstone Oncology | Director | Public | Sep 2019 |
| HBM Healthcare Investments AG | Director | Public (Swiss investment company) | Jun 2018 |
| NextCure, Inc. | Director | Public | Dec 2015 |
| Novartis Venture Fund | Board member | Private fund board | 2020 |
| Various privately-held biopharma companies | Director | Private | Not disclosed |
Board Governance
- Independence: The Board determined Dr. Jones is independent under Nasdaq rules; she serves on the Compensation Committee and Nominating & Corporate Governance Committee.
- Committee assignments (2024): Compensation Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Compensation—James R. Meyers; Nominating—Halley Gilbert; Audit—Matthew P. Young.
- Attendance and engagement: In 2024, the Board met 6 times; Audit (4), Compensation (5), Nominating (2). Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: Matthew P. Young (reappointed Mar 2025) presides over executive sessions.
- Risk oversight: Board and committees oversee financial reporting, compensation programs, governance, and ESG matters.
Fixed Compensation (Director)
| Component | Policy/Amount | Elaine Jones 2024 Actual |
|---|---|---|
| Board annual retainer (cash) | $40,000 | $40,000 (implied within total fees) |
| Committee membership fees (cash) | Compensation member: $6,000; Nominating member: $4,000 | $10,000 total (Comp $6,000 + Nominating $4,000) |
| Committee chair fees (cash) | Audit: $15,000; Comp: $12,000; Nominating: $8,000 | Not applicable (not a chair) |
| Lead Independent Director | $25,000 | Not applicable |
| 2024 cash fees earned | — | $50,000 |
Performance Compensation (Director)
| Equity Element | Grant Size | Grant Date Terms | Fair Value (2024) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual stock option | 38,000 options | Granted on date of 2024 annual meeting | $58,732 | Vests in full by next annual meeting or 1-year anniversary | Exercise price = Nasdaq closing price on grant date |
| Outstanding options (12/31/2024) | 170,000 options | — | — | Various prior grants | Aggregate outstanding options as of year-end |
- Change-in-control: All director equity awards accelerate in full upon a change in control.
- Clawback: Awards subject to the company’s clawback policy.
- Equity award timing: Company avoids grants around material disclosures; 2024 grants were not timed around filings.
Other Directorships & Interlocks
| External Board | Overlap with CTMX | Potential Interlock/Conflict |
|---|---|---|
| Gritstone Oncology | Oncology focus | No CTMX-related party transactions disclosed since Jan 1, 2024 |
| NextCure, Inc. | Immuno-oncology | No CTMX-related party transactions disclosed |
| HBM Healthcare Investments AG | Health investment | No CTMX-related party transactions disclosed |
| Novartis Venture Fund | Investment board | No CTMX-related party transactions disclosed |
The proxy discloses no related party transactions involving Dr. Jones; Audit Committee reviews related party deals >$120k per policy.
Expertise & Qualifications
- Venture investing leadership (Pfizer Ventures, EuclidSR Partners) and corporate VC (S.R. One); numerous biotech board roles.
- Scientific and licensing background at SmithKline Beecham.
- Education: B.S. Biology (Juniata College); Ph.D. Microbiology (University of Pittsburgh).
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Elaine V. Jones, Ph.D. | 5,142 | 170,000 | 175,142 | <1% |
- Hedging/pledging: Company prohibits hedging and pledging of company stock for directors and employees.
Governance Assessment
- Strengths: Independent director with deep biopharma investing and scientific credentials; active on two key governance committees; attendance above minimum threshold; equity grants align incentives; change-in-control acceleration is standard; clawback policy in place; hedging/pledging prohibited.
- Compensation mix: Modest cash retainer plus committee fees ($50k total cash in 2024) and annual option grant (38k options; $58.7k fair value), supporting alignment while limiting guaranteed pay.
- Consultant oversight: Compensation Committee engages Aon plc (since 2015) for compensation benchmarking; committee composition independent; no interlocks in 2024.
- Potential conflicts: Multiple external public biotech boards (Gritstone, NextCure) suggest industry overlap; however, CTMX discloses no related party transactions involving Dr. Jones, and independence is affirmed. Continued monitoring for competitive interlocks is prudent.
- Signals for investor confidence: Lead Independent Director structure with executive sessions; robust risk oversight; clear equity plan governance (no evergreen; no repricing without shareholder approval).