X0206 3 2023-03-22 0 0001501989 CytomX Therapeutics, Inc. CTMX 0001970752 BELVIN MARCIA C/O CYTOMX THERAPEUTICS, INC. 151 OYSTER POINT BLVD., STE. 400 SOUTH SAN FRANCISCO CA 94080 true SVP, Chief Scientific Officer Common Stock 80820 D Performance Stock Units (PSUs) Common Stock 11250 D Performance Stock Units (PSUs) Common Stock 22500 D Performance Stock Units (PSUs) Common Stock 75000 D Stock Option (Right to Buy) 26.3 2028-04-29 Common Stock 50000 D Stock Option (Right to Buy) 11.22 2029-02-27 Common Stock 17740 D Stock Option (Right to Buy) 7.13 2030-02-13 Common Stock 34000 D Stock Option (Right to Buy) 7.02 2030-10-04 Common Stock 40000 D Stock Option (Right to Buy) 7.85 2031-02-25 Common Stock 150000 D Stock Option (Right to Buy) 5.34 2031-10-23 Common Stock 30000 D Stock Option (Right to Buy) 4.13 2032-02-01 Common Stock 135000 D Stock Option (Right to Buy) 1.59 2032-08-09 Common Stock 135000 D Stock Option (Right to Buy) 2.59 2033-02-01 Common Stock 100000 D Includes 56,875 restricted stock units. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 22,500 PSUs originally granted on October 24, 2021. 50% of the PSUs vested upon achievement of a certain performance-based milestone on July 19, 2022 and the remaining 50% of the PSUs vest upon achievement of a certain performance-based milestone within 2 years from grant date. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon achievement of a certain performance-based milestone by 12/31/2023 and 50% of the PSUs vest upon achievement of a certain performance-based milestone by 12/31/2024. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon the achievement of each of two clinical milestones. The shares subject to the option are fully vested and exercisable. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. 1/48th of the shares subject to the option vest on each monthly anniversary measured from October 5, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 26, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. 1/48th of the shares subject to the option vest on each monthly anniversary measured from October 24, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. 1/36th of the shares subject to the option vest on each monthly anniversary measured from August 10, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person continuing as a service provider through each such date. Exhibit 24.1 - Power of Attorney /s/ Lloyd Rowland, as Attorney-in-Fact for Marcia Belvin 2023-03-29