Matthew Young
CytomX TherapeuticsAbout Matthew P. Young
Matthew P. Young, age 55, is an independent director of CytomX Therapeutics (CTMX) serving since September 2015. He is Lead Independent Director and chairs the Audit Committee, designated by the Board as an “audit committee financial expert.” He holds a B.S. in economics and an M.B.A. from the Wharton School, University of Pennsylvania and brings extensive finance, CFO and investment banking experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GRAIL | Chief Operating Officer & Chief Financial Officer | Oct 2019 – Dec 2021 | Senior financial/operator leading scale-up of diagnostics growth |
| Jazz Pharmaceuticals | EVP & CFO; SVP & CFO; SVP Corporate Development | Apr 2013 – Feb 2015 (SVP Corp Dev); Mar 2014 – Feb 2015 (SVP & CFO); Feb 2015 onward as EVP & CFO | Led finance and corp dev; public-company CFO experience |
| Barclays Capital (Global Healthcare) | Managing Director; Co-head of Life Sciences | Feb 2009 – Apr 2013 | Capital markets, advisory leadership in life sciences |
| Citigroup Global Markets | Managing Director | 2007 – 2008 | Investment banking leadership |
| Lehman Brothers | Managing Director | 2003 – 2007 | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Longitude Capital | Managing Director | Aug 2022 – present | Private VC firm | Investor and board representative roles |
| PRA Health Sciences | Director | 2015 – Jul 2021 | Public | Board oversight at CRO; ended July 2021 |
| OrsoBio, Inc. | Director | Current | Private | Biopharma board member |
| Alpha-9 Oncology, Inc. | Director | Current | Private | Biopharma board member |
| AllIn Bio | Director | Current | Private | Biopharma board member |
Board Governance
- Independence: The Board determined all non-employee directors, including Mr. Young, are independent under Nasdaq rules; Mr. Young meets heightened Audit Committee independence criteria under SEC Rule 10A‑3 and Nasdaq Rule 5605 .
- Roles: Lead Independent Director—presides over executive sessions, acts as liaison to management; Audit Committee Chair; designated “audit committee financial expert” with requisite financial sophistication .
- Committee Assignments: Audit Committee (Chair); not a member of Compensation or Nominating & Corporate Governance .
- Attendance: The Board met 6 times in FY2024; Audit Committee met 4 times. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: Audit Committee responsibilities include financial reporting, internal controls, auditor oversight, complaints processes, and cybersecurity oversight .
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Board Retainer | $40,000 | Paid quarterly in arrears |
| Lead Independent Director Retainer | $25,000 | Mr. Young reappointed Mar 2025 |
| Audit Committee Chair Retainer | $15,000 | Chair premium |
| Total Cash Fees (FY2024) | $80,000 | Sum of above (matches Director Compensation table) |
| FY2024 Director Compensation | Cash Fees (USD) | Option Awards Grant-Date Fair Value (USD) | Total (USD) |
|---|---|---|---|
| Matthew P. Young | $80,000 | $58,732 | $138,732 |
Program structure: Non-employee directors receive cash retainers (board, lead independent director premium, committee chairs/members) and annual equity option grants; expenses reimbursed; no meeting fees disclosed .
Performance Compensation
Director equity awards are time-based (no performance metrics). Annual grant in 2024 was an option to purchase 38,000 shares, granted May 15, 2024, with vesting in full on the earlier of the next annual meeting or first anniversary; exercise price equals Nasdaq closing price on grant date .
| Equity Award Detail (FY2024) | Grant Date | Type | Shares | Vesting | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Annual Director Grant | May 15, 2024 | Stock Option | 38,000 | Full vest by next annual meeting or 1 year | Closing price on grant date | $58,732 |
Change-in-control: Vesting of equity awards held by non-employee directors accelerates in full upon a change in control . Clawback: Awards subject to the Company’s clawback policy .
Other Directorships & Interlocks
| Entity | Relationship to CTMX | Potential Interlock/Conflict |
|---|---|---|
| PRA Health Sciences (public, past) | Former director | No related-party transactions disclosed with CTMX |
| Longitude Capital; OrsoBio; Alpha-9; AllIn Bio (private) | Current roles | As a venture investor/director in biopharma, potential information-flow sensitivity exists; however, CTMX discloses a related-party transactions policy and no related-party transactions since Jan 1, 2024 beyond director/exec compensation . |
No hedging allowed by directors; insider trading policy prohibits hedging; pledging policy not expressly detailed in the cited section .
Expertise & Qualifications
- Financial leadership: Public-company CFO (Jazz), COO/CFO (GRAIL), investment banking MD (Barclays, Citi, Lehman) .
- Audit expertise: Designated Audit Committee financial expert by the Board .
- Education: B.S. and M.B.A., Wharton School, University of Pennsylvania .
- Industry breadth: Diagnostics, biopharma operations, capital markets .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Composition | % of Shares Outstanding |
|---|---|---|---|
| Matthew P. Young | 210,895 | Options exercisable within 60 days of April 14, 2025; no common shares disclosed | <1% (based on 80,621,293 shares outstanding) |
Outstanding director options as of Dec 31, 2024: Mr. Young held options for 210,895 shares . Insider trading policy: Hedging is prohibited; policy filed as exhibit to 2023 Form 10-K; pledging restrictions not detailed in the cited text .
Governance Assessment
- Strengths: Independence; Lead Independent Director role enhances board oversight; Audit Committee chair with financial expert designation strengthens financial governance; 2024 attendance met Board’s threshold; annual say-on-pay policy indicates ongoing shareholder engagement .
- Alignment: Director pay mix combines modest cash retainers with equity options that vest over time; annual grant mechanics and exercise pricing at market align director incentives to shareholder value .
- Policies/Risk Controls: Clawback on awards; prohibition on hedging; robust Audit Committee remit covering internal controls, cybersecurity, and whistleblower processes .
- Potential Risks/Watch items: Amended and Restated 2015 Plan removes prior non-employee director compensation limits, increasing governance reliance on Compensation Committee discipline (monitor practice/quantum over time) . No related-party transactions disclosed for 2024; maintain monitoring given Mr. Young’s venture roles to avoid conflicts-of-interest .