Wayne Chu
CytomX TherapeuticsAbout Wayne Chu
Wayne Chu, M.D., age 57, is CytomX’s Senior Vice President and Chief Medical Officer, joining in July 2023 after leadership roles at Fate Therapeutics (Chief Medical Officer) and Genentech (Associate Group Medical Director, Product Development Oncology); he holds a B.A. in Molecular Biology from Princeton University and an M.D. from the University of Rochester School of Medicine and Dentistry . During his tenure, CytomX advanced key clinical programs where he is a principal spokesperson (CX-2051 in metastatic CRC and CX-801 in melanoma), coincident with company-level TSR declining to a $23.79 value of a $100 initial investment in 2024 and positive net income of $31.9 million, following losses in prior years .
| Company Performance | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 36.95 | 35.80 | 23.79 |
| Net Income ($000s) | (99,317) | (569) | 31,869 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fate Therapeutics | Chief Medical Officer | Feb 2022 – Jul 2023 | Led clinical development; executive leadership through oncology pipeline advancement |
| Fate Therapeutics | Clinical Development Leadership | Apr 2019 – Feb 2022 | Held various leadership positions in clinical development |
| Genentech | Associate Group Medical Director, Product Development Oncology | Dec 2017 – Apr 2019 | Oversaw oncology product development activities |
External Roles
No external board or director roles for Dr. Chu are disclosed in the 2025 proxy’s executive officer biographies .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 491,938 |
| Target Bonus (% of salary) | 40% |
| Actual Annual Bonus Paid ($) | $0 (Company elected not to award 2024 annual bonuses) |
Notes:
- In January 2025, CytomX granted milestone-based cash award opportunities payable upon specified performance milestones by Dec 31, 2025; Wayne Chu’s opportunity is $103,517 (contingent on milestone achievement and continued employment) .
Performance Compensation
Equity Grants (FY 2024)
| Grant Type | Grant Date | Shares Granted | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | Jan 2024 | 26,250 | 33.3% annually over 3 years for additional RSUs; 25% annually over 4 years for new-hire RSUs | Included in “Stock awards” total $170,100 (RSUs + PSUs) |
| PSUs | Jan 2024 | 75,000 | 50% upon Year 1 objectives; 50% upon Year 2 objectives; subject to continued service | Included in “Stock awards” total $170,100 (RSUs + PSUs) |
| Stock Options | Jan 2024 | 122,500 | Monthly over 4 years for additional annual grants; first option typically 25% at 1 year then monthly over 36 months | $141,316 |
Additional plan features relevant to equity awards:
- Options generally cannot be exercised later than 10 years after grant under the Equity Plan .
- The Amended and Restated 2015 Plan prohibits option repricing without shareholder approval; dividends cannot be paid prior to vesting; awards are subject to clawback per company policy .
Performance Payout Mechanics (Disclosure Summary)
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 PSUs | Company objectives/milestones | Not disclosed | Milestones set at grant | Not disclosed | Contingent on milestone achievement | 50% Year 1 objectives; 50% Year 2 objectives |
| 2025 Milestone Cash Award | Specific performance milestone (undisclosed) | Not disclosed | Must be achieved by Dec 31, 2025 | Not disclosed | $103,517 if achieved and employed through achievement | N/A (cash on achievement) |
Equity Ownership & Alignment
| Ownership Item (as of Apr 14, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 256,432 | |
| Ownership % of Shares Outstanding | <1% (denoted “*” in proxy table) | |
| Components | 4,725 common shares; 251,707 option shares exercisable within 60 days | |
| Hedging Policy | Hedging transactions by employees/directors are prohibited per Corporate Securities Trading Policy |
No pledging disclosures were detailed; the section heading references “Hedging and Pledging Policies,” but the proxy text explicitly prohibits hedging; pledging specifics were not described .
Employment Terms
| Provision | Outside Change-in-Control Window | Within 60 days prior to or 12 months following Change-in-Control |
|---|---|---|
| Severance (Base Salary) | 12 months | 12 months |
| Target Bonus | Prorated annual target bonus | Annual target bonus (12 months) |
| COBRA Premiums | 12 months | 12 months |
| Equity Acceleration | Not provided outside CIC | Full acceleration of outstanding equity awards (double-trigger CIC) |
Clawback: Stock awards under the Equity Plan are subject to recoupment under CytomX’s clawback policy and applicable listing standards .
Performance & Track Record
- CX-2051 (EpCAM-targeting TOPO-I ADC, metastatic CRC): In Phase 1, 28% confirmed partial responses among 18 efficacy-evaluable patients across three dose levels; durable disease control (17/18 stable disease or better), including deep responses; activity observed across KRAS WT and mutant tumors and in liver metastases .
- CX-801 (masked IFNα2b PROBODY cytokine, melanoma): Initiated Phase 1 combination arm with KEYTRUDA after monotherapy dose escalation; translational data to be presented at SITC; early evidence of tolerability and tumor-localized immunomodulation; CMO commentary on implementing prophylactic loperamide to mitigate GI toxicities .
- Program momentum and clinical strategy communications are frequently led by Dr. Chu in earnings calls and press releases, signaling execution focus on late-line CRC approval path for CX-2051 and combination strategies, and translational advancement for CX-801 .
Compensation Committee & Governance Context
- Compensation Committee members (2025): James R. Meyers (Chair), Elaine V. Jones, Ph.D., and Zhen Su, M.D., M.B.A.; independent directors oversee executive pay .
- External compensation consultant analysis (Aon) informed share reserve sizing and equity program competitiveness; the Board highlights prohibitions on repricing and removal of evergreen features to require shareholder approval for future share increases .
- Equity grant timing policies avoid grants around material nonpublic information; dividends/dividend equivalents disallowed before vesting .
Investment Implications
- Pay-for-performance alignment: No 2024 annual bonuses were paid; incentive pay is concentrated in PSUs tied to company objectives and a discrete 2025 milestone-award, reinforcing milestone-driven compensation alignment under current capital-constrained conditions .
- Retention and CIC economics: Double-trigger full equity acceleration with 12 months cash/benefits in CIC scenarios, and 12 months severance outside CIC, provide retention scaffolding with moderate cash obligations; clawback and hedging prohibitions bolster governance hygiene .
- Ownership signal: Dr. Chu’s beneficial stake (<1%) is primarily option-based, consistent with biotech CMO profiles; equity unvested exposure and PSUs create leverage to clinical catalysts (CX-2051 and CX-801) while limiting near-term insider selling pressure due to standard vesting and trading-policy safeguards .
- Execution risk vs value creation: Positive early efficacy signals in late-line CRC for CX-2051 and translational progress for CX-801 under Dr. Chu’s medical leadership are near-term trading catalysts; however, lack of disclosed PSU metric specifics and TSR contraction in 2024 emphasize dependence on continued clinical de-risking and milestone attainment to unlock incentive payouts and shareholder value .