CytomX Therapeutics Appoints Dr. Charles Fuchs to Board of Directors

Dr. Fuchs Joins CytomX Board with Three-Year Term

CytomX Therapeutics disclosed that Dr. Charles Fuchs, M.D., M.P.H., has joined its Board of Directors as a Class II director, effective immediately on July 24, 2026. His initial term is scheduled to expire at the company's 2029 annual meeting of stockholders. This appointment represents a strategic addition to the board's composition as the South San Francisco-based biopharmaceutical company continues to develop its governance framework and board-level expertise in the oncology and immunotherapy sectors.

The disclosure does not provide biographical details regarding Dr. Fuchs's professional background or specific expertise areas that led to his selection for the board position. However, the company follows standard practice in appointing Class II directors, which is part of a staggered board structure typically designed to ensure continuity and stability in board decision-making across annual meetings.

Equity Compensation Package for New Board Member

Upon his appointment to the Board, Dr. Fuchs received an option to purchase 118,000 shares of CytomX common stock under the company's 2015 Equity Incentive Plan. The exercise price for this option was set equal to the closing price of the company's common stock on July 24, 2026, the effective date of Dr. Fuchs's appointment to the board. This equity grant aligns the new director's interests with those of the company's shareholders, a practice commonly employed in corporate governance structures to encourage long-term alignment between board members and shareholder value creation.

The option follows a monthly vesting schedule, with 1/36th of the shares becoming exercisable on each monthly anniversary of Dr. Fuchs's appointment date, contingent upon his continued service to the company. The three-year vesting period reflects standard equity compensation practices for board members and is structured to encourage retention of directorship positions through sustained engagement. The filing states that the option's vesting is conditioned on Dr. Fuchs's ongoing service to CytomX Therapeutics.

Standard Director Compensation and Indemnification Terms

Dr. Fuchs will receive the company's standard non-employee director compensation package, though the specific financial terms of this compensation were not disclosed in the announcement. CytomX Therapeutics maintains a defined compensation structure for non-employee directors, which typically includes cash retainers, meeting fees, and equity-based compensation components. The use of the term "standard" indicates that Dr. Fuchs's compensation arrangement will be consistent with arrangements provided to other non-employee directors on the board.

In connection with his board appointment, CytomX Therapeutics will enter into an indemnification agreement with Dr. Fuchs, consistent with the company's standard practice. This agreement follows the form previously approved by the Board, which was filed as Exhibit 10.16 to the company's Registration Statement on Form S-1 submitted to the Securities and Exchange Commission on August 28, 2015. Indemnification agreements are customary in corporate governance and are designed to protect directors from certain legal liabilities incurred in the performance of their duties to the company.

Absence of Conflicting Transactions and Related-Party Dealings

The disclosure confirms that there have been no transactions since the beginning of CytomX Therapeutics' last fiscal year in which the company was or is to be a participant involving amounts exceeding $120,000 and in which Dr. Fuchs had or will have a direct or indirect material interest. This statement addresses transparency regarding potential conflicts of interest and related-party transaction risks, which are matters of significant concern to investors and securities regulators. The absence of such transactions suggests that Dr. Fuchs's appointment to the board does not create immediate concerns regarding self-dealing or conflicts that would require special scrutiny or shareholder approval.

The filing further states that there are no arrangements or understandings between Dr. Fuchs and CytomX Therapeutics, or between Dr. Fuchs and any other persons, pursuant to which Dr. Fuchs was appointed as a director of the company. This statement indicates that the appointment resulted from standard board selection and vetting processes rather than from special arrangements, understandings, or side agreements. Such confirmations are important regulatory disclosures that provide assurance regarding the integrity of the board nomination process and the absence of undisclosed obligations or commitments.

Regulatory Framework and Board Governance Structure

CytomX Therapeutics operates under a Delaware corporate structure, with its principal executive offices located at 151 Oyster Point Boulevard, Suite 400, in South San Francisco, California. The company is registered on the Nasdaq Global Select Market under the ticker symbol CTMX, with a Commission File Number 001-37587. The appointment of Dr. Fuchs to the Board is disclosed through the company's current report filing, which serves as the official documentation of this corporate governance action for regulatory and shareholder record purposes.

The company's 2015 Equity Incentive Plan, under which Dr. Fuchs received his equity option, provides the legal framework for equity-based compensation to directors, officers, and employees. This plan reflects CytomX Therapeutics' commitment to using equity mechanisms to align the interests of key stakeholders with long-term shareholder value creation. The plan's provisions govern the terms, conditions, and vesting schedules of equity awards, ensuring consistency and compliance with regulatory and accounting standards.

Class II Director Classification and Board Succession Planning

Dr. Fuchs's classification as a Class II director indicates that CytomX Therapeutics maintains a staggered board structure, wherein directors are elected in classes with terms expiring in different years. This structure is designed to promote board continuity by ensuring that only a portion of the board stands for election in any given year. With a three-year term expiring at the 2029 annual stockholders meeting, Dr. Fuchs's appointment provides medium-term board representation without requiring immediate reelection cycles, allowing for longer-term strategic planning and consistent directorial oversight.

Staggered board structures are common among public companies and are intended to provide stability and institutional knowledge continuity. By having directors with overlapping terms, companies maintain ongoing board experience and reduce the risk of radical shifts in board composition or governance philosophy that could occur with annual omnibus elections. CytomX Therapeutics' use of this structure for Dr. Fuchs's appointment aligns with corporate governance practices that many institutional investors and proxy advisors view as supportive of effective board oversight and strategic continuity.

Compliance with SEC Disclosure Requirements and Filing Process

The appointment was disclosed through a current report filed with the Securities and Exchange Commission on July 27, 2026, three days after the effective date of Dr. Fuchs's appointment on July 24, 2026. This filing timeline reflects the company's compliance with securities regulations requiring timely disclosure of material changes in board composition and management. The report was executed by Christopher W. Ogden, Senior Vice President and Chief Financial Officer of CytomX Therapeutics, indicating appropriate authorization and sign-off at the senior management level.

The announcement addresses Item 5.02 of the current report form, which specifically requires disclosure of "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers." By comprehensively addressing the appointment, equity compensation, director fees, and absence of related-party transactions, CytomX Therapeutics has provided investors and regulators with the material facts necessary to understand the significance and implications of this board change. This disclosure transparency supports market integrity and investor confidence in the company's governance processes.

Investor Considerations Regarding Board Composition Changes

Board appointments represent significant governance milestones that investors monitor closely, as board composition directly influences corporate strategy, oversight quality, and decision-making processes. The addition of Dr. Fuchs to CytomX Therapeutics' board provides the company with an additional voice in matters ranging from research and development strategy to regulatory affairs, financial oversight, and strategic partnerships. Investors may be watching to assess whether Dr. Fuchs brings specialized expertise relevant to the company's therapeutic pipeline, regulatory challenges, or clinical development programs in oncology and immunotherapy.

The immediate share price impact was not clear from available public information. Investors evaluating the significance of this board appointment may consider factors such as Dr. Fuchs's track record in biopharmaceutical or medical device governance, his prior board experience, his professional credentials, and any potential strategic insights he may bring to CytomX Therapeutics' business operations. The disclosure provides the factual basis for the appointment but does not offer management commentary regarding expected benefits or strategic rationale, leaving interpretation to investors and market participants.