James Meyers
CytomX TherapeuticsAbout James R. Meyers
James R. Meyers (age 59) is an independent Class III director of CytomX Therapeutics (CTMX), serving on the Board since December 2018 . He is President and CEO of IntraBio (private) since November 2020, and previously spent 22 years at Gilead Sciences, culminating as EVP, Worldwide Commercial Operations, where he led major HCV and HIV launches; he also served as a Senior Advisor to Gilead from February 2018 to December 2021 . Mr. Meyers holds a B.S. in Economics from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | EVP, Worldwide Commercial Operations; led pricing/market access and global commercial execution | 22-year career (prior to Feb 2018); Senior Advisor Feb 2018–Dec 2021 | Led major HCV/HIV launches |
| Zeneca Pharmaceuticals / Astra USA | Roles in sales, training, marketing, management | Not disclosed | Commercial leadership development |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| IntraBio | President & CEO | Private | Appointed Nov 2020–present | Late-stage biopharma for genetic/neurodegenerative diseases |
| Sangamo Therapeutics | Director | Public | Since Dec 2019 | Biotechnology company |
| Arbutus Biopharma | Director | Public | Since Oct 2018 | Biotechnology company |
| IntegriChain Corporation | Director | Private | Since Mar 2024 | Biopharma-focused company |
| Pulmocide, Ltd. | Director | Private (UK) | Since Sep 2021 | Biopharma |
Board Governance
- Committee assignments and chair roles: Chair, Compensation Committee; members: James R. Meyers (Chair), Elaine V. Jones, Ph.D., and Zhen Su, M.D., Ph.D.; all are independent for Compensation Committee purposes .
- Current committee membership table shows Meyers as Compensation Committee chair; 2024 meeting counts: Audit (4), Compensation (5), Nominating & Corporate Governance (2) .
- Independence and engagement: Board determined all directors other than the CEO (Dr. McCarthy) are independent; Meyers meets independence standards; Audit/Nominating members meet heightened criteria as applicable . Each director attended at least 75% of aggregate Board/committee meetings in 2024, and all directors attended the virtual 2024 Annual Meeting of Stockholders .
- Board leadership: CEO also serves as Chair; Matthew P. Young is Lead Independent Director and presides over executive sessions .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 40,000 | Standard program |
| Compensation Committee Chair retainer | 12,000 | As Chair |
| Total cash fees earned (actual) | 52,000 | 2024 Form 14A reported cash fees |
Performance Compensation (Non-Employee Director – 2024)
| Equity Element | Grant Date | Shares/Units | Grant Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Annual stock option | May 15, 2024 | 38,000 | 58,732 | Vests in full on the earlier of the next annual meeting or first anniversary; exercise price equals Nasdaq closing price on grant date |
| Option term (plan) | — | — | — | Options may not be exercised later than 10 years after grant (plan limit) |
| Change-in-control | — | — | — | Non-employee director equity accelerates in full upon a change in control |
| Equity award timing policy | — | — | — | Company does not time grants around MNPI; considers delaying grants if MNPI known |
| Clawback | — | — | — | Awards subject to company clawback/recoupment policies and applicable rules |
As of 12/31/2024, non-employee directors, including Meyers, held only stock options (no other equity awards); Meyers had 170,000 options outstanding .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Arbutus Biopharma (since Oct 2018); Sangamo Therapeutics (since Dec 2019) |
| Compensation Committee interlocks (2024) | Company disclosed no compensation committee interlocks involving its NEOs; Board confirms Compensation Committee members (including Meyers) are independent |
Expertise & Qualifications
- Global biopharma commercialization leader: 22 years at Gilead, EVP Worldwide Commercial Operations; led HCV/HIV launches and pricing/market access across U.S., EU, MEA, Australia, Japan .
- Board experience: Public company director at Arbutus and Sangamo; private boards at IntegriChain and Pulmocide; operating CEO at IntraBio .
- Education: B.S., Economics, Boston College .
Equity Ownership
| Item | Value | As-Of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 170,000 | Apr 14, 2025 | <1% of 80,621,293 outstanding shares |
| Ownership % of outstanding | <1% | Apr 14, 2025 | “*” denotes <1% per proxy table |
| Options outstanding | 170,000 | Dec 31, 2024 | Non-employee directors held only options as of this date |
| Hedging/Pledging policy | Hedging prohibited | Policy in effect | Company prohibits employees and directors from engaging in hedging; governed by Corporate Securities Trading Policy (referenced in filings) |
| Indemnification | Yes | — | Company has indemnification agreements with each director and D&O insurance practices stated |
Governance Assessment
- Strengths: Independent director with deep commercial expertise, serving as Chair of the Compensation Committee; committee is independent and uses an external consultant (Aon) to benchmark compensation; attendance thresholds met and annual meeting attendance was 100% in 2024 .
- Alignment: Director equity is option-heavy with vesting tied to annual service and market-based exercise price; as of 12/31/2024 directors held only options—no RSUs/PSUs—indicating higher pay-at-risk exposure .
- Risk management and safeguards: Clawback provisions apply; equity award timing policy designed to avoid MNPI concerns; related-party transaction policy overseen by the Audit Committee; company reports adherence to related-party approval procedures since Jan 1, 2024 .
- Potential considerations/RED FLAGS:
- Plan amendments removed prior director award value limits (historical caps of $600,000 annually and $1,200,000 initial year), expanding flexibility for future director equity grant sizing; investors may monitor grant magnitude over time .
- Director awards fully accelerate upon a change in control, which can be viewed as less performance-contingent; consider in overall governance risk appraisal .
- Time commitments: Concurrent CEO role (IntraBio) and multiple board seats (Arbutus, Sangamo, private boards) may warrant monitoring for bandwidth, though no attendance shortfalls were disclosed for 2024 .
No specific related-party transactions involving directors beyond standard compensation were described; the company states it followed its related-party policy and procedures since Jan 1, 2024 .