Mani Mohindru
CytomX TherapeuticsAbout Mani Mohindru
Dr. Mani Mohindru is an independent Class I director of CytomX Therapeutics, Inc. (CTMX), serving since December 2020. She is 53 years old and holds a Ph.D. in neurosciences from Northwestern University, along with a Masters in biotechnology and a BS in human biology (Hons) from the All India Institute of Medical Sciences, New Delhi; her background spans CEO roles, CFO/CSO responsibilities at public biotechs, and prior work as a sell-side biotech equity research analyst at UBS, Credit Suisse, and ThinkEquity . She is nominated for re‑election at the 2025 Annual Meeting, with continued independence under Nasdaq rules including eligibility for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novasenta (private) | Chief Executive Officer and director | Apr 2021–Mar 2024 | Led immunotherapy-focused drug discovery |
| CereXis, Inc. (biopharma) | Chief Executive Officer | Dec 2019–Oct 2020 | Focused on rare tumor indications |
| Cara Therapeutics, Inc. (public) | Chief Financial Officer & Chief Strategy Officer | Aug 2017–Dec 2019 | Finance and corporate strategy leadership |
| Curis, Inc. (public) | VP Corporate Strategy & Investor Strategy; Chief Strategy Officer | Jun 2013–Aug 2017 | Strategy, investor relations leadership |
| UBS, Credit Suisse, ThinkEquity | Equity research analyst (biotech) | Not disclosed (many years) | Sector coverage expertise |
| Privately-held biotech (cofounder) | Co-founder | Not disclosed | Entrepreneurship; consulting in healthcare |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Cardiff Oncology (public) | Director | Jun 2021 | Clinical-stage oncology; public company board |
| Roshon Therapeutics (private) | Director | Oct 2024 | Privately-held biopharma |
| SAB Biotherapeutics (public) | Director (prior) | Not disclosed | Previously served; clinical-stage biopharma |
Board Governance
- Committee assignments: Audit Committee member; stepped down from Compensation Committee in March 2025 .
- 2024 committee service: Audit Committee and Compensation Committee member .
- Independence: Board determined she is independent under Nasdaq rules; meets heightened independence criteria applicable to Audit Committee (Rule 10A‑3) .
- Attendance: In FY2024, each director attended at least 75% of Board and committee meetings; Board met 6 times; Audit 4; Compensation 5; Nominating 2. All directors attended the virtual 2024 Annual Meeting .
- Audit Committee composition and oversight: Audit Committee comprised of Matthew P. Young (chair), Mani Mohindru, and Halley Gilbert; responsibilities include auditor oversight, financial reporting, internal controls, and related party transaction review .
Fixed Compensation
| Year | Board Retainer ($) | Committee Fees ($) | Total Cash Fees ($) |
|---|---|---|---|
| 2024 | 40,000 | 13,500 (Audit member $7,500; Compensation member $6,000) | 53,500 |
| 2023 | 40,000 | 13,500 (Audit member $7,500; Compensation member $6,000) | 53,500 |
Notes:
- No meeting fees; cash paid quarterly in arrears .
- Lead Independent Director retainer exists ($25,000) but applies to Matthew P. Young, not Dr. Mohindru .
Performance Compensation
| Year | Instrument | Shares Granted | Grant Date | Grant Date Fair Value ($) | Vesting Terms | Exercise Price Policy |
|---|---|---|---|---|---|---|
| 2024 | Stock Option | 38,000 | May 15, 2024 | 58,732 | Vests in full on earlier of next annual meeting or first anniversary | Equal to Nasdaq closing price on grant date |
| 2023 | Stock Option | 25,000 | Jun 14, 2023 | 25,123 | Vests in full on earlier of next annual meeting or first anniversary | Equal to Nasdaq closing price on grant date |
Additional terms:
- New non‑employee director initial option grant updated in Mar 2024 to 76,000 shares, vesting 1/36 monthly over 3 years (for new directors; not applicable to Dr. Mohindru in 2024) .
- Upon a change in control, vesting of all non‑employee director equity awards accelerates in full .
Other Directorships & Interlocks
| Company | Relationship to CTMX | Potential Interlock/Conflict |
|---|---|---|
| Cardiff Oncology (public) | External directorship | None disclosed in CTMX proxy; remains independent at CTMX |
| Roshon Therapeutics (private) | External directorship | None disclosed in CTMX proxy |
| SAB Biotherapeutics (public) | Prior external directorship | None disclosed in CTMX proxy |
CTMX policies:
- Related party transactions are reviewed under a written policy by the Audit Committee; no director-specific related party transactions involving Dr. Mohindru disclosed since Jan 1, 2024 .
Expertise & Qualifications
- Significant life sciences leadership (CEO, CFO/CSO) and corporate strategy background, plus sell-side biotech equity research experience .
- Academic credentials: Ph.D. (Northwestern); Masters and BS (AIIMS, New Delhi) .
- Current Audit Committee member with independence meeting heightened criteria; committee chair roles held by others (Audit chair: M. Young) .
Equity Ownership
| Holder | Direct Shares | Options Exercisable (within 60 days) | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Mani Mohindru, Ph.D. | 0 (not listed) | 148,000 | 148,000 | <1% (“*”) of 80,621,293 shares outstanding |
Additional notes:
- As of Dec 31, 2024, outstanding options to purchase CTMX shares held by Dr. Mohindru total 148,000 .
- Non‑employee directors held options only; no RSUs/PSUs for directors as of Dec 31, 2024 .
- CTMX prohibits hedging transactions in company equity securities by directors; insider trading policy governs trading conduct; pledging policy details not explicitly disclosed in the cited section .
Governance Assessment
- Independence and Committee Engagement: Dr. Mohindru is independent under Nasdaq rules and meets heightened Audit Committee independence criteria; she actively serves on the Audit Committee and served on the Compensation Committee through March 2025, evidencing sustained governance engagement .
- Attendance and Participation: Board and committees had regular meetings in 2024; each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting—consistent with baseline governance expectations .
- Compensation Mix and Alignment: Director pay is balanced between fixed cash retainers and annual option grants; cash fees align with committee memberships; equity grants moved from 25,000 to 38,000 options year‑over‑year (program change), increasing equity at‑risk exposure .
- Ownership Alignment: Her beneficial ownership comprises exercisable options with no direct common share holdings listed—an observation relevant to “skin‑in‑the‑game” analyses for some investors .
- Conflicts and Red Flags: No related‑party transactions involving Dr. Mohindru are disclosed; CTMX prohibits hedging and maintains indemnification agreements for directors. No family relationships or governance red flags are indicated in the proxy .
RED FLAGS (none disclosed):
- No pledging or related-party transactions involving Dr. Mohindru disclosed; attendance above minimum threshold; committee independence satisfied .
Signals to watch:
- Equity-only beneficial ownership (options) without disclosed direct share holdings ;
- Committee rotation (stepping down from Compensation Committee in March 2025) may reflect evolving governance load balancing across directors .