CTMX CytomX Therapeutics Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2017, Robert C. Goeltz II, Chief Financial Officer of CytomX Therapeutics, Inc. (the “Company”) and the Company agreed on the terms of his resignation from his position, effective May 15, 2017, as Mr. Goeltz has decided to leave the company to pursue new opportunities. On May 15, 2017, the Company entered into a Separation Agreement with Mr. Goeltz (the “Separation Agreement”) that provides (1) a cash payment equal to twelve months of his base salary, (2) up to twelve months of reimbursement for continuation healthcare, (3) a cash payment equal to his 2017 target bonus pro-rated to May 15, 2017 and (4) the extension of the exercise period for Mr. Goeltz’s options to January 31, 2019. The Separation Agreement also includes a general release of claims against the Company.

The foregoing descriptions of the Separation Agreement are qualified in their entirety by reference to the full text of the Separation Agreement which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ending June 30, 2017.

On May 15, 2017, the Board of Directors (the “Board”) of the Company promoted Debanjan Ray to serve as Chief Financial Officer of the Company, effective that day. In this role, Mr. Ray will also be the Company’s Principal Financial and Accounting Officer. He will also serve as the Head of Corporate Development. Mr. Ray, 39, has served as Senior Vice President of Corporate Development and Strategy of the Company since August 2015. Prior to that, Mr. Ray served as Vice President, Business Development and Alliance Management at the Company since July 2013. Mr. Ray joined the Company in 2011 as Senior Director of Business Development. Prior to joining the Company, Mr. Ray held positions as the vice president of business development at Itero Biopharmaceuticals. Prior to Itero, Mr. Ray was as associate director of business development at Portola Pharmaceuticals and an associate in the life sciences venture practice at J.P. Morgan Partners. He also served as a business analyst in the healthcare practice at McKinsey & Company. Mr. Ray holds a dual B.S. in chemical engineering and biology from the Massachusetts Institute of Technology and an M.B.A. from The Wharton School, University of Pennsylvania.

In connection with Mr. Ray’s promotion, the Board also approved, effective May 15, 2017, an increase in his (1) annual base salary to $375,000 and (2) discretionary annual bonus target to 40% of his base salary, with the payment amount based upon performance as determined by the Company. On May 13, 2017, Mr. Ray also received an option under the Company’s 2015 Equity Incentive Plan to purchase 30,000 shares of the Company’s common stock with an exercise price of $14.62, the closing price of the Company’s common stock on May 12, 2017, which will vest monthly in 48 substantially equal monthly installments starting on May 15, 2017, in each case, subject to Mr. Ray’s continued service to the Company through each applicable vesting date.