Sean McCarthy
CytomX TherapeuticsAbout Sean McCarthy
Sean A. McCarthy, D.Phil., is Chief Executive Officer (since August 2011) and Chairman (since January 2019) of CytomX Therapeutics; age 58 as of April 14, 2025. He joined CytomX in December 2010 as Chief Business Officer and brings >20 years in biotech across R&D, BD, financing, and general management. Education: B.Sc. Biochemistry & Pharmacology (King’s College London), MBA (UCSD Rady), D.Phil. Cancer Biology (University of Oxford) . Company performance during 2022–2024 shows revenue growth and EBITDA improvement alongside negative 3-year TSR; see tables below for specifics * * *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pappas Ventures | Transactional Partner | Apr 2006–Dec 2010 | Led investments in therapeutics, devices, diagnostics; deal execution and portfolio value creation . |
| SGX Pharmaceuticals | VP, Business Development | Not disclosed | Led pharma partnerships, drove strategic pivot to product-focused oncology, contributed to IPO in 2006 . |
| Millennium Pharmaceuticals | Research leadership and program management | Not disclosed | Managed biologics discovery programs; R&D leadership . |
| Schering-Plough DNAX Research Institute | Post-doctoral research | Not disclosed | Scientific training; foundation for oncology and biologics work . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OncoResponse | Director | Current | Publicly disclosed outside board service . |
| UCSD Rady School of Management | Dean’s Advisory Council member | Current | Governance/industry advisory role . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 652,088 | 675,290 |
| Target Bonus (% of salary) | Not disclosed | 60% |
| Actual Annual Bonus ($) | 371,899 | 0 (Committee elected not to award corporate bonus for 2024; corporate goals at 58% of target) |
| All Other Compensation ($) | 5,000 | 5,000 |
| Total Compensation ($) | 2,611,138 | 1,752,802 |
Performance Compensation
Annual Cash Incentive (2024)
| Element | Metric | Target | Actual | Payout | Timing |
|---|---|---|---|---|---|
| Corporate annual bonus | Corporate goals (plus individual goals) | 60% of salary [CEO target] | 58% achievement (corporate) | $0 (Committee exercised discretion to not award 2024 corporate bonuses) | Determined Dec 2024 |
In January 2025, a one-time milestone bonus opportunity was granted: CEO $202,587 upon a specific milestone by Dec 31, 2025, subject to continued employment .
2024 Equity Grants to CEO
| Grant Date | RSUs (#) | PSUs (#) | Options (#) | Exercise Price ($) | Vesting Details |
|---|---|---|---|---|---|
| Jan 18, 2024 | 90,000 | 260,000 | 420,000 | Options at grant-date closing price [policy] | Options vest monthly over 4 years; RSUs generally vest 33.3% annually over 3 years; PSUs: 50% vest within 1 year on specified objectives, 50% within 2 years on additional objectives |
Equity award timing policies prohibit timing around MNPI and constrain grants near filings; 2024 adhered to policy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 4,015,200 shares (4.8% of outstanding) as of Apr 14, 2025 . |
| Composition (footnote) | 599,603 common shares + 3,415,597 shares issuable upon exercise of options exercisable within 60 days . |
| Shares Outstanding | 80,621,293 as of Apr 14, 2025 . |
| Hedging/Pledging | Hedging transactions are not permitted under corporate policy; pledging not expressly disclosed in proxy . |
| Ownership Guidelines | Not disclosed in proxy. |
| Director Pay | CEO receives no additional compensation for board service as Chairman . |
Selected outstanding CEO awards (Dec 31, 2024):
- 500,000 options @ $7.13 expiring 2/13/2030 (exercisable) .
- 350,000 options exercisable + 100,000 unexercisable @ $1.59 expiring 8/9/2032 .
- 318,750 exercisable + 131,250 unexercisable @ $4.13 expiring 2/1/2032 .
- 96,250 exercisable + 323,750 unexercisable @ $1.68 expiring 1/17/2034 .
- RSUs: 150,000 (market value $154,500 at $1.03 close) from 2/2/2023; 90,000 (market value $92,700) from 1/18/2024 .
Employment Terms
- Base salary: $675,290 (2024) .
- Target annual bonus: 60% of salary (CEO) .
- Severance (outside change-in-control): 18 months salary, pro-rated target bonus, and 18 months COBRA if terminated without cause or for good reason .
- Change-in-control (double trigger within 60 days prior or 12 months post-CIC): 24 months salary, 24 months annual target bonus, 24 months COBRA, and full acceleration of outstanding equity awards upon qualifying termination .
- Clawback: Awards subject to clawback/recoupment under company policy and applicable rules .
- Repricing: Explicitly prohibited without shareholder approval under equity plan .
- Broad-based benefits: Standard employee programs (health, 401(k) match, ESPP, term life); no defined benefit pension/SERP .
Board Governance
- Roles: CEO and Chairman; not independent due to employee status .
- Committees: CEO is not a member of Audit, Compensation, or Nominating & Governance committees .
- Independent oversight: Lead Independent Director (Matthew P. Young reappointed Mar 2025) ; committee chairs—Audit: Matthew P. Young; Compensation: James R. Meyers; Nominating & Governance: Halley Gilbert .
- Governance practices: Majority-independent board, committee independence per Nasdaq and SEC rules ; risk oversight and succession planning process described .
Performance & Track Record
Company performance during 2022–2024:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 53,163,000 * | 101,214,000 * | 138,103,000 * |
| EBITDA ($) | -91,392,000* | -4,309,000* | 26,763,000* |
| Net Income ($ Thousands) | (99,317) | (569) | 31,869 |
| Value of $100 Investment (TSR) | 36.95 | 35.80 | 23.79 |
Values retrieved from S&P Global.*
Pay-versus-performance (CAP adjustments and relationships to TSR and net income) presented in proxy; Compensation Actually Paid to CEO was $1,063,510 in 2024 vs SCT total $1,752,802, with equity value adjustments detailed in Item 402(v) disclosures .
Compensation Structure Analysis
- Mix shift: 2024 total comp declined vs 2023, driven by lower stock award grant-date value and no annual cash bonus despite 58% corporate goal achievement, indicating committee discretion and tighter pay-for-performance .
- Equity emphasis: Significant 2024 grants (260k PSUs, 90k RSUs, 420k options) keep pay at-risk and tied to milestones over 1–2 years (PSUs) and service-based vesting (options/RSUs) .
- Governance features: Clawback, prohibited repricing, dividend restrictions pre-vesting, and evergreen exclusion align with shareholder-friendly practices .
Compensation Peer Group & Consultants
- The Compensation Committee has engaged Aon plc since 2015 for market analyses and peer comparisons; 2025 plan share authorization sized referencing burn rate and industry standards .
Equity Overhang Context (company-level)
- As of Mar 31, 2025: 15,264,307 options outstanding under 2015 Plan (WAE $5.46; 6.0 years remaining); 1,005,984 under 2019 Plan (WAE $4.47; 5.0 years); total shares outstanding 80,621,293; share reserve balances disclosed .
Director Compensation (for McCarthy’s dual role)
- Dr. McCarthy receives no additional fees or equity for board service as Chairman; non-employee director program details shown separately, with annual option grants and cash retainers; equity accelerates upon change-in-control for non-employee directors .
Expert Qualifications
- Scientific and business credentials with published work, patents; broad operating and investment experience; current external board role (OncoResponse) and advisory council membership .
Investment Implications
- Alignment: CEO holds 4.8% beneficial stake, including 3.4M options exercisable within 60 days—material equity exposure that aligns incentives but implies potential future supply as awards vest or approach expiration (e.g., 2030–2034 ladders) .
- Pay discipline: No 2024 corporate bonus despite 58% goal attainment, with 2025 milestone awards tied to specific achievements—signals use of discretion and milestone-driven cash triggers .
- Change-in-control economics: Double-trigger acceleration plus 24 months salary and target bonus may facilitate strategic optionality but creates retention cost in M&A scenarios; clawback and repricing prohibitions mitigate governance risk .
- Performance trend: Revenues rose 2022→2024 and EBITDA improved to positive in 2024, but 3-year TSR remained negative (value of $100 fell to $23.79), highlighting execution risk vs. investor returns; ongoing PSU milestones could be near-term catalysts * * *.
- Governance check: CEO-Chairman dual role moderated by independent committees and Lead Independent Director; no director fees to CEO, which avoids double-compensation concerns .