Zhen Su
CytomX TherapeuticsAbout Zhen Su
Zhen Su, M.D., M.B.A., age 48, joined the CytomX Therapeutics board in March 2024 and serves as an independent Class I director. He is the CEO and a director of Marengo Therapeutics (since July 2021), with prior leadership roles at Merck KGaA/EMD Serono and faculty appointments at Duke and the University of Florida. He earned his M.D. from the Technical University of Dresden and an MBA from the University of Toronto, bringing deep oncology development and commercial expertise to CTMX’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck KGaA | SVP & Global Head, Oncology Business Franchise | Mar 2019–Jul 2021 | Led global oncology; concurrently US Oncology Business Unit Head (Jul 2020–Jul 2021) |
| EMD Serono (Merck group) | Chief Medical Officer | Oct 2017–May 2019 | Oversaw clinical strategy and development |
| Duke University Medical School | Faculty; led early oncology clinical studies | 2001–2006 | Focused on mRNA- and cell-based immunotherapy |
| University of Florida | Director, Cell and Gene Therapy Program | 2006–2009 | Program leadership in gene/cell therapy |
External Roles
| Organization | Role | Public/Private | Start Date |
|---|---|---|---|
| Marengo Therapeutics | Chief Executive Officer; Director | Private | Jul 2021 |
| Karyopharm Therapeutics Inc. | Director | Public | Aug 2023 |
| Galvanize Therapeutics, Inc. | Director | Private | Jul 2024 |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Dr. Su is independent and meets heightened committee independence standards .
- Committees: Member, Compensation Committee; appointed March 2025. Compensation Committee chair is James R. Meyers .
- Attendance: In 2024, the board met 6 times; all directors attended at least 75% of board and committee meetings. All directors attended the 2024 annual meeting .
- Lead Independent Director: Matthew P. Young is Lead Independent Director and presides over executive sessions .
- Shareholder engagement/ESG oversight: The Nominating & Corporate Governance Committee oversees ESG; the company conducted institutional shareholder engagement in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $40,000 | Paid quarterly in arrears |
| Committee retainers | Audit: Chair $15,000; Member $7,500. Compensation: Chair $12,000; Member $6,000. Nominating & Governance: Chair $8,000; Member $4,000 | Paid quarterly in arrears |
| Chair of Board | $30,000 | Not applicable to Dr. Su |
| Lead Independent Director | $25,000 | Role held by Matthew P. Young |
| 2024 cash fees – Zhen Su | $31,318 | Actual 2024 director cash compensation |
Performance Compensation
| Grant Type | Grant Date | Shares | Vesting | Fair Value ($) | Exercise Price Policy |
|---|---|---|---|---|---|
| Initial option (new director) | Mar 2024 | 76,000 | 1/36 monthly over 3 years, full vest by 3rd anniversary, subject to service | Included in 2024 total | Exercise price equals Nasdaq closing price on grant date |
| Annual option (continuing directors) | May 15, 2024 | 38,000 | Vests in full by next annual meeting or 1-year anniversary, subject to service | Included in 2024 total | Exercise price equals Nasdaq closing price on grant date |
| 2024 total option grant fair value – Zhen Su | 2024 | — | — | $179,276 | FASB ASC 718 methodology |
- Change-in-control: Vesting of all equity awards held by non-employee directors accelerates in full upon a change in control .
- Clawback: Awards under the equity plan are subject to the company’s clawback policy .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Karyopharm Therapeutics Inc. | Biopharma | Director | No CTMX-related transactions disclosed in proxy |
| Marengo Therapeutics | Biopharma | CEO; Director | No CTMX-related transactions disclosed in proxy |
| Galvanize Therapeutics, Inc. | Biotech/MedTech | Director | No CTMX-related transactions disclosed in proxy |
Expertise & Qualifications
- Oncology leadership: Global franchise leadership and US BU head roles at Merck KGaA; CMO at EMD Serono .
- Academic/clinical: Led early oncology studies in mRNA/cell-based immunotherapy at Duke; directed Cell and Gene Therapy program at University of Florida .
- Education: M.D. (Technical University of Dresden); MBA (University of Toronto) .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 67,555 | Options exercisable within 60 days of Apr 14, 2025 |
| Ownership % of outstanding | <1% | As of Apr 14, 2025; 80,621,293 shares outstanding |
| Options outstanding | 114,000 | As of Dec 31, 2024 |
| Shares pledged/hedged | Not permitted by policy | Company prohibits hedging and pledging by directors |
Governance Assessment
-
Positive signals:
- Independent director with deep oncology and development expertise; adds domain strength to Compensation Committee .
- Strong governance posture: prohibitions on hedging/pledging, equity award clawback, and explicit prohibition on option repricing without shareholder approval .
- Attendance and engagement: board-level attendance ≥75%; all directors at annual meeting; ongoing institutional shareholder outreach and ESG oversight .
-
Watch items:
- Removal of director compensation limits in the amended equity plan increases flexibility to raise director equity pay; monitor for pay inflation vs performance and market norms .
- Initial option grant size for new directors increased to 76,000 shares in March 2024; consider dilution and alignment vs peer practice .
- Multi-seat/role load: concurrently CEO of Marengo and director at Karyopharm and Galvanize; assess time commitments and potential future conflicts as CTMX programs evolve (no related-party transactions disclosed to date) .
Compensation Committee Analysis
- Composition: James R. Meyers (Chair), Elaine V. Jones, Ph.D., and Zhen Su, M.D., M.B.A.; all deemed independent and non-employee directors under SEC/Nasdaq rules .
- Consultant: Aon has served as independent compensation consultant since 2015; reviews director and executive pay vs peers .
- Recent change: Dr. Su appointed to Compensation Committee in March 2025; Dr. Mohindru stepped down from Compensation Committee in March 2025 .
Related Party Transactions
- Policy: Audit Committee-reviewed related party transaction policy (threshold ≥$120,000), with factors assessed for arms-length terms and disclosure .
- Disclosures: Since Jan 1, 2024, company followed policies; proxy does not disclose any related-party transactions involving directors beyond standard indemnification agreements and director compensation .
Director Compensation Summary (2024)
| Metric | Amount ($) |
|---|---|
| Cash fees (Zhen Su) | 31,318 |
| Option awards grant-date fair value (Zhen Su) | 179,276 |
| Total (Zhen Su) | 210,594 |
RED FLAGS
- Removed cap on non-employee director award values under the equity plan, raising potential for upward pay drift without explicit shareholder-approved limits .
- Increased initial option grant size for new directors (76,000 shares) warrants ongoing scrutiny of dilution and alignment with long-term shareholder interests .