DEF 14A of Celldex Therapeutics, Inc., Apr 25, 2024

DEF 14A of Celldex Therapeutics, Inc.

Filed Apr 25, 2024 · FY20230001104659-24-051634

Open on EDGAR

  1. Nominees for Election

    Nominees for Election The persons listed below are our current directors that have been nominated for re-election or nominees for election at the Annual Meeting (the “Director Nominees”) to fill the nine director positions to be elected by the holders of the common stock.

  2. Nominees for Election

    | Directors | Age | Year First Became Director | Current Public Boards | | Karen L. Shoos (Chair of the Board) | 70 | 2001 | 1 | | Anthony S. Marucci (Chief Executive Officer) | 62 | 2008 | 2 | | Keith L. Brownlie | 71 | 2017 | 1 | | Cheryl L. Cohen | 58 | 2022 | 2 | | Herbert J. Conrad | 91 | 2008 | 2 | | Rita I. Jain, M.D. | 62 | 2023 | 2 | | James J. Marino | 74 | 2017 | 2 | | Garry A. Neil, M.D. | 70 | 2022 | 2 | | Harry H. Penner, Jr. | 78 | 1997 | 1 |

  3. Nominees for Election

    The following biographical descriptions set forth certain information with respect to the Director Nominees, based on information furnished to Celldex by each Director Nominee.

  4. Director Nominees

    Director Nominees Karen L. Shoos was appointed Chair of the Board of Directors in June 2019 and became a director of Celldex in March 2008 with the merger of Celldex and AVANT. Ms. Shoos was appointed to the Board of AVANT in May 2001. Since November 2015, Ms. Shoos has been a member of the Managing Committee of the Maryland Tech Council Venture Mentoring Services Program. From May 2013 to September 2016, Ms. Shoos was Principal Investigator, AABB International Technical Assistance. From October 1994 to May 2013, Ms. Shoos was Chief Executive Officer of AABB. AABB is a professional standards setting and accrediting organization in the fields of blood and cellular therapies. Prior to AABB, from 1984 to 1994, Ms. Shoos held senior positions at the American Red Cross, including Acting Senior Vice President, Biomedical Services (1993 – 1994) and Secretary and General Counsel (1990 – 1993). Prior to the American Red Cross, Ms. Shoos was a lawyer in private practice. Ms. Shoos earned her B.A. from Yale University and her J.D. from Case Western Reserve University. Anthony S. Marucci was appointed President and Chief Executive Officer of Celldex in September 2008 and as a director of Celldex in December 2008. Since May 2003, Mr. Marucci has held a number of roles with Celldex, including as a founder, Vice President, Chief Financial Officer, Treasurer and Secretary. In addition, he was Treasurer of Medarex, Inc. (now a part of Bristol-Myers Squibb Co.) from December 1998 to March 2004. Mr. Marucci held a series of senior financial positions at Medarex from December 1998 to May 2003. Since May 2021, Mr. Marucci has served as a member of the board of directors of Genenta Science S.p.A., a publicly held biopharmaceutical company. Mr. Marucci is a member of the Board of Trustees of BioNJ Inc. and also served as its Treasurer through 2010. Mr. Marucci is also a member of the Board of the College of Business and Public Management at Kean University. Mr. Marucci received his M.B.A. from Columbia University and his M.H.L. from Brown University. Keith L. Brownlie became a director of Celldex in June 2017. Mr. Brownlie was employed by the accounting firm Ernst & Young LLP from 1974 to 2010. At Ernst & Young, he served as audit partner for numerous public companies and was the Life Sciences Industry Leader for the New York Metro Area. From 2010 until 2019, Mr. Brownlie served as a member of the board of directors and chairman of the audit committee of Soligenix, Inc., a publicly held biopharmaceutical company. From 2012 until 2019, Mr. Brownlie served as a member of the board of directors and served as the chairman of the audit committee of Phio Pharmaceuticals Corp. (formerly RXi Pharmaceuticals Corporation), a publicly held biopharmaceutical company. From 2011 to 2013, Mr. Brownlie also served as a member of the board of directors and served as the chairman of the audit committee of EpiCept Corporation, a publicly held biopharmaceutical company. From 2013 to 2014, Mr. Brownlie was a member of the board of directors and served as the chairman of the audit committee of Cancer Genetics, Inc., a publicly held biopharmaceutical company. Mr. Brownlie received a B.S. in Accounting from Lehigh University and is a Certified Public Accountant. Cheryl L. Cohen became a director of Celldex in June 2022. Since 2008, Ms. Cohen has served as President of CLC Consulting, a pharmaceutical and biotechnology consulting firm that specializes in new product start-ups and commercialization. From August 2011 to July 2014, Ms. Cohen served as Chief Commercial Officer of Medivation, Inc. where she built the company’s commercial organization and lead her team to successfully launch the oncology drug, Xtandi®. Prior to joining Medivation, Ms. Cohen spent over ten years at Johnson & Johnson, most notably as Vice President of the Rheumatology Franchise. Ms. Cohen began her career at Solvay Pharmaceuticals in management and sales. Ms. Cohen has served on the board of directors of Immunity Bio (previously NantKwest), a publicly traded company, since June 2019. Ms. Cohen previously served on the board of directors of MEI Pharma from April 2020 to December 2022 and Ignyte Acquisition Corp. from January 2021 to April 2022, both publicly traded companies. She earned a B.A. degree from Saint Joseph College. Herbert J. Conrad became a director of Celldex in March 2008 upon consummation of our merger with AVANT. Mr. Conrad had been a director of Celldex Research since March 2004. Mr. Conrad was President of the U.S. Pharmaceuticals Division of Hoffmann-La Roche, Inc., a pharmaceutical company, from 1982 until his retirement in 1993. Mr. Conrad currently serves on the Board of Matinas BioPharma Holdings, Inc., a publicly held biopharmaceutical company. Mr. Conrad serves as an Advisor to the Seaver Autism Center at Mount Sinai Hospital. In addition to serving on the board of directors of privately held biotechnology companies, Mr. Conrad has served as Chairman of the Board of Directors of Pharmasset, Inc., GenVec, Inc. and Bone Care International, Inc. Mr. Conrad has also served as director of Arbutus Biopharma Corporation and was a director and co-founder of Reliant Pharmaceuticals, Inc. He received B.S. and M.S. degrees from the Brooklyn College of Pharmacy and an honorary Doctorate in Humane Letters from Long Island University. Rita I. Jain, M.D. became a director of Celldex in February 2023. Dr. Jain has served on the Board of Directors of AnaptysBio, Inc., a publicly traded company, since April 2023, Provention Bio, Inc., a publicly traded company, from January 2023 until its acquisition by Sanofi in April 2023, as a member of the Supervisory Board of AM-Pharma B.V. from 2020 until 2023 and on the Board of Directors of ChemoCentryx, Inc. from 2019 until its acquisition by Amgen in 2022. From 2021 to 2022, Dr. Jain served as Executive Vice President, Chief Medical Officer of ChemoCentryx, Inc. and in 2021 served as Chief Medical Officer of Immunovant, Inc. Additionally, from August 2021 until December 2023, Dr. Jain has served as Chief Executive Officer of Heartwood Biopharma Group, a private consulting group. From 2017 to 2019, Dr. Jain was Senior Vice President and Chief Medical Officer at Akebia Therapeutics, Inc. From 2013 to 2016, Dr. Jain was a Vice President in Clinical Development at AbbVie Inc., including Men’s and Women’s Health and Metabolic Development. Dr. Jain also held various leadership roles at Abbott Laboratories from 2003 through 2012, including as Divisional Vice President of Pain, Respiratory and Metabolic Disease Development. Dr. Jain received her B.S. degree in biology from Long Island University, and her M.D. from the State University of New York at Stony Brook School of Medicine. James J. Marino became a director of Celldex in March 2017. Mr. Marino has served as a member of the board of directors of Traws Pharma, Inc. (formerly Onconova Therapeutics, Inc.), a publicly held biopharmaceutical company, since July 2015. Prior to July 2015, Mr. Marino was a Partner at the global law firm of Dechert LLP for 28 years, where he served as Managing Partner of the Princeton Office. His practice encompassed the representation of biotechnology companies in public and private financings, mergers and acquisitions, and strategic alliances. Previously, he served on the board of directors of Pharmacopeia Inc. He was a co-founder of BioNJ, a trade association of biotech companies, and served as its counsel. Mr. Marino has worked in advisory capacities and on the boards of many non-profit organizations, including Robert Wood Johnson University Hospital, Wake Forest University Baptist Medical Center and Wake Forest University where he serves as a Life Trustee. Mr. Marino received his B.A., M.B.A., and J.D. from Rutgers University.

  5. Director Nominees

    Garry Neil, M.D. became a director of Celldex in June 2022. Since February 2022, Dr. Neil has served as Chief Executive Officer and since August 2022 as Chairman of the Board at Avalo Therapeutics (NASDAQ: AVTX), a publicly held biotechnology company. Prior to that, Dr. Neil was Senior Scientific Adviser and Chief Scientific Officer at Avalo since its February 2020 merger with Aevi Genomic Medicine, Inc., a biotechnology company where Dr. Neil had served as Chief Scientific Officer from September 2013 to February 2020. Prior to joining Aevi, Dr. Neil was a Partner at Apple Tree Partners, a life science private equity firm, from September 2012 to September 2013, and held a number of senior positions in the pharmaceutical industry, including most recently Corporate Vice President of Science & Technology at Johnson & Johnson from November 2007 to August 2012. Prior to these roles, Dr. Neil served as Group President at Johnson & Johnson Pharmaceutical Research and Development, Vice President of Research & Development at Merck KGaA/EMD Pharmaceuticals, and Vice President of Clinical Research at AstraZeneca and Astra Merck. Dr. Neil has served on the board of directors of Arena Pharmaceuticals, Inc. since February 2017 and as its Chair since February 2021. From March 2023 to November 2023, he previously served on the board of Zura Bio Limited, a publicly traded biopharmaceutical company. From August 2016 to May 2019, he previously served on the board of GTx, Inc., a publicly traded biopharmaceutical company. He is a member of the board of the Center for Discovery and Innovation of the Hackensack Meridian Medical School in Hackensack, New Jersey and is the Founding Chairman of TransCelerate Biopharma, Inc., a non-profit pharmaceuticals industry Research & Development consortium, and is a past member of the TransCelerate Board from 2012 to 2019. He served on the board of Reagan Udall Foundation for the FDA from 2007 to 2021, the board of Foundation for the National Institutes of Health (NIH) from 2010 to 2012 and on the Science Management Review Board of the NIH from 2010 – 2012. Dr. Neil is also the past Chairman of the Pharmaceutical Research and Manufacturers Association (PhRMA) Science and Regulatory Executive Committee and the PhRMA Foundation Board. Dr. Neil holds a B.S. from the University of Saskatchewan and an M.D. from the University of Saskatchewan College of Medicine. He completed postdoctoral clinical training in internal medicine and gastroenterology at the University of Toronto. Dr. Neil also completed a postdoctoral research fellowship at the Research Institute of Scripps Clinic. Harry H. Penner, Jr. became a director of Celldex in March 2008 with the merger between Celldex and AVANT. Mr. Penner was appointed to the Board of AVANT in January 1997 and was Chairman of AVANT prior to the consummation of our merger with AVANT. Mr. Penner served as Chairman and Chief Executive Officer of Nascent BioScience, LLC, a firm engaged in the creation and development of new life science companies from 2001 to June 2023. From 1993 to 2001, Mr. Penner was President, Chief Executive Officer and Vice Chairman of Neurogen Corporation (NASDAQ: NRGN). From 1985 to 1993, Mr. Penner was an Executive Vice President of Novo Nordisk A/S, serving from 1985 to 1988 as Executive Vice President and General Counsel in Denmark, and from 1988 to 1993 as Executive Vice President for North America. He has served as BioScience Advisor to the Governor and the State of Connecticut, Chair of BioCT, Chair of the Connecticut Board of Governors of Higher Education, and Chair of the Connecticut Technology Council. Mr. Penner is currently Chair of NeuroCyte Therapeutics, Inc. Mr. Penner received a B.A. from the University of Virginia, a J.D. from Fordham University, and an L.L.M. in International Law from New York University.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Overview

    As a biopharmaceutical company dedicated to exploring the science of mast cell biology and developing therapeutic antibodies that address diseases for which available treatments are inadequate, we establish corporate goals that are designed to contribute to the development of our lead programs, ensure that we manage our cash effectively and have sufficient funding to complete near-term development activities for our lead drug candidates and, where appropriate, to pursue partnerships and collaborations through which we can leverage the value of our drug candidates. We seek to link the financial interests of our Named Executive Officers to those of our stockholders by tying compensation to the achievement of these strategic corporate goals, which we believe will drive long-term stockholder value. Each year we establish corporate goals, the achievement of which we believe is essential to the long-term success of our business. The Compensation and Organization Development Committee has adopted a compensation philosophy of targeting our executive compensation to the 50th percentile of executive compensation of our peer group and the Aon Global Life Sciences (“Aon”) Survey results. Executive compensation may be above or below the 50th percentile based on an executive’s experience, scope of position, individual performance and company constraints. The Compensation and Organization Development Committee increased the annual base salary for Mr. Marucci, Dr. Keler, Dr. Heath-Chiozzi, Mr. Martin and Dr. Young by 4.0% in mid-2023 as described in the base salary section below. In November 2023 and January 2024, our Compensation and Organization Development Committee reviewed our performance relative to our 2023 corporate goals. Our corporate goals cover priorities important to both our short- and long-term success. The Committee considers both quantitative and qualitative results and applies discretion when evaluating performance and determining total bonus payout potential. Based on its evaluation of our performance against our strategic goals, including the achievement of stretch goals, the Committee determined a payout factor of 120% of the target. In 2023, we accomplished the following significant milestones during the year: Continued progress across the barzolvolimab clinical program: In 2023, we made significant progress across the barzolvolimab development program, successfully executing across several clinical studies, reporting multiple positive data sets across mast cell mediated diseases and completing necessary activities to support the advancement of barzolvolimab into registration studies. Notably, in July 2023, we announced that enrollment to our Phase 2 clinical study of barzolvolimab for the treatment of chronic spontaneous urticaria (CSU) was completed ahead of schedule and, in November 2023, we reported positive topline data from this study. Barzolvolimab achieved the primary efficacy endpoint, with a statistically significant mean change from baseline to week 12 of UAS7 (weekly urticaria activity score) compared to placebo across multiple dosing groups and was well tolerated. Importantly, barzolvolimab demonstrated rapid, durable and clinically meaningful responses in patients with moderate to severe CSU refractory to antihistamines, including patients with prior omalizumab treatment. Patients on study will continue to receive barzolvolimab for 52 weeks and we are planning for the initiation of Phase 3 studies in CSU in summer 2024. We also continued to successfully execute our ongoing Phase 2 study in chronic inducible urticaria study (CindU). We continued to report positive data from our now completed Phase 1b studies in CSU and CindU over the course of 2023, adding to a growing body of evidence supporting barzolvolimab’s potential role in the treatment of chronic urticarias. Enrollment to the Phase 1b intravenous study of barzolvolimab in patients with prurigo nodularis (PN) was completed and data from this study were presented in November at the World Congress on Itch. A single intravenous dose of 3.0 mg/kg barzolvolimab resulted in rapid and durable reductions in itch and healing of skin lesions in patients with moderate to severe PN and barzolvolimab was generally well tolerated. Based on these data, in 2023, we developed plans to support the initiation of a Phase 2 study in prurigo nodularis in early 2024. We continued the expansion of barzolvolimab into additional indications, announcing in July that the first patient had been dosed in a Phase 2 study in eosinophilic esophagitis (EoE). Enrollment to this study is ongoing. The final histologic analysis and study report from our six-month chronic toxicology study and our enhanced pre- and post-natal development (EPPND) study were also completed. In support of Phase 3 development, we completed the transfer of our current barzolvolimab manufacturing process to a CMO and successfully scaled up the drug substance manufacturing process to produce larger cGMP batches in support of late-stage trials and to prepare for potential commercialization. • Continued progress across our bispecific platform: Our next generation bispecific antibody platform is supporting the expansion of our pipeline with additional candidates for inflammatory diseases and oncology. We progressed IND enabling activities according to plan to support an IND filing for CDX-622 (SCFXTSLP for TH2 diseases) in the second half of 2024. In May 2023, we announced that the first patient had been dosed in a Phase 1 study of CDX-585 (ILT4XPD1 for solid tumors) and enrollment continues as planned. • Fund the continued development of our clinical and preclinical programs and the overall operation of our business: In November 2023, we successfully raised $216 million in net proceeds from an underwritten public offering and ended the year with cash, cash equivalents and marketable securities of $424 million. Execute across Diversity, Equity, Inclusion, and Belonging (DEIB) initiatives: In 2023, we continued our commitment to diversity, equity, inclusion & belonging by promoting a welcoming, diverse environment through our employee training and development, talent acquisition strategy, policies and practices and partnership with the internal Employee Resource Group (ERG). The ERG focused their efforts on delivering educational programs on neurodiversity, generational diversity, and mental health and hosting local urban high school STEM students for experiential learning in biotechnology. In line with the Company’s DEI&B objectives, this year the Board of Directors expanded and increased gender and racial diversity on the Board.

  8. Independent Compensation Consultants

    Independent Compensation Consultants The Compensation and Organization Development Committee believes that independent advice is important in developing Celldex’s director and executive compensation programs and engages Aon’s Human Capital Solutions practice, a division of Aon plc, as its independent compensation consultant. Aon reports directly to the Compensation and Organization Development Committee and provides guidance on trends in executive and non-employee director compensation, the development of specific executive compensation programs, the composition of the Company’s compensation peer group and other matters as directed by the Compensation and Organization Development Committee. The Company also participated in various Aon surveys in 2023. In 2023, Aon did not provide any other services to Celldex. The Compensation and Organization Development Committee has assessed the independence of Aon and concluded that no conflict of interests exists under applicable NASDAQ and SEC rules.

  9. Data Used to Make Compensation Determinations

    Data Used to Make Compensation Determinations In making decisions regarding the compensation of our Executive Officers, the Compensation and Organization Development Committee generally considers compensation and survey data for similarly situated executives at a comparison group of companies it considers our peer group as a reference point. These comparison data are primarily used to gauge the reasonableness and competitiveness of executive compensation decisions. We draw upon a pool of talent that is highly sought after by large and established pharmaceutical and biotechnology companies as well as other development-stage life science companies, both within and outside our geographic areas. We believe that the compensation practices of our industry in general and of our select peer group in particular provide useful information to help us establish compensation practices that allow us to attract, retain, and motivate a highly talented executive team. We believe we must offer a compensation package to all of our officers and our other employees that is competitive with our peer group, as well as larger pharmaceutical and biotechnology companies from whom we frequently draw talent. In addition, the comparator companies should be aligned with our current stage of development and have similar short and long-term growth objectives. In 2023, the Compensation and Organization Development Committee set the target level of total executive compensation, as well as the key elements of compensation, at the 50th percentile of our peer group, but then adjusted each of the elements based on an individual’s performance and contribution to our strategic objectives. The Committee may need to adjust these levels in the future to attract or retain specific individuals. We review the targeted 50th percentile levels of cash, equity and total compensation for all comparable officers in our peer group relative to the elements of compensation paid to our officers. In considering how these data relate to our existing compensation structure, we take into account our size, stage of development, performance and geographic location as compared to these peer companies, as well as what we know about the comparable scope of responsibilities of our officers versus those of comparable executives at such peer group companies. We used two primary market frames of reference (which we refer to as the “market”) against which to compare our total executive compensation practices and levels and inform our decisions regarding compensation of our officers as follows: • Select Peer Group — A select group of national biotechnology companies at a similar stage of development as our company with similar headcount, R&D expense, market capitalization and in most cases, similar therapeutic targets, and Aon Global Life Sciences Survey — A national survey of executive compensation levels and practices that covers approximately sixty executive positions in over 600 multinational life sciences organizations. We do not apply a specific weighting to either data source when making compensation comparisons. Instead, we develop competitive market guidelines using these data sources. We review our peer group each year to ensure continued relevance as we grow and develop, and the Compensation and Organization Development Committee approves our peer group prior to its adoption. In April 2022, the following peer group was approved by the Compensation and Organization Development Committee and used to inform our decisions affecting executive compensation in 2022:

  10. Data Used to Make Compensation Determinations

    In April 2022, this peer group consisted of public companies in the biopharmaceutical industry with product candidates generally in mid-stage development, with employee headcount median of 196 (range of 59 to 587), R&D expense median of $168 million and market capitalization median of $1.3 billion. In November 2022, we decided to keep our 2023 peer group consistent with 2022 based on the consistency of our stage of development from year to year. We believe that, as of November 2022, this list continues to be representative of the companies with whom we generally compete for talent.

  11. Administration and Objectives of Our Executive Compensation Program

    Administration and Objectives of Our Executive Compensation Program The Compensation and Organization Development Committee of the Board of Directors, which comprises independent, non-employee directors, is responsible for establishing and administering the policies governing the compensation of our Executive Officers, including salary, bonus and stock option grants. The policy of the Compensation and Organization Development Committee is to compensate our Executive Officers with competitive salaries based on their level of experience and job performance. All Executive Officers are eligible for annual bonus awards based on achievement of our strategic corporate goals and participation in our stock option program. Stock option grants are made in accordance with our 2021 Omnibus Equity Incentive Plan (the “2021 Incentive Plan”). Prior to the approval of the 2021 Incentive Plan, stock option grants were made in accordance with our 2008 Stock Option and Incentive Plan, as amended (the “2008 Plan”). The Compensation and Organization Development Committee is also responsible for the administration of our 2004 Employee Stock Purchase Plan, as amended (the “2004 Plan”), in which employees participate on a voluntary basis. Our Compensation and Organization Development Committee has designed our overall executive compensation program to achieve the following objectives: • attract and retain talented and experienced executives; • motivate and reward executives whose knowledge, skills and performance are critical to our success; • provide a competitive compensation package that aligns the interests of our executive officers and stockholders by including a significant variable component which is weighted heavily towards performance-based rewards, based upon achievement of predetermined goals; • ensure fairness among the executive management team by recognizing the contributions each executive makes to our success; • foster a shared commitment among executives by aligning our and their individual goals; and compensate our executives to manage our business to meet our near-term and long-term objectives. We use a mix of short-term compensation (base salaries and cash incentive bonuses) and long-term compensation (equity incentive compensation) to provide a total compensation structure that is designed to achieve these objectives. We determine the percentage mix of compensation structures that we think is appropriate for each of our Executive Officers. In general, the Compensation and Organization Development Committee believes that a substantial percentage of the compensation of our Executive Officers should be performance based. We consider stock options that vest over time an appropriate choice of long-term incentive given the development stage of the Company. The Compensation and Organization Development Committee uses its judgment, experience, relative peer group data and the recommendations of the Chief Executive Officer (except for his own compensation) to determine the appropriate mix of compensation for each Executive Officer. In determining whether to adjust the compensation of any of our Named Executive Officers, we annually take into account the changes, if any, in the following: market compensation levels; • the contributions made by each Executive Officer; • the performance of each Executive Officer; • the increases or decreases in responsibilities and roles of each Executive Officer; • the business needs of the Company with respect to each Executive Officer; • the relevance of each Executive Officer’s experience to other potential employers; and • the readiness of each Executive Officer to assume a more significant role within the organization. In addition, with respect to new Executive Officers, we take into account their prior base salary and annual cash incentives, their expected contribution and our business needs. We believe that our executive officers should be fairly compensated each year relative to market pay levels within our industry.

  12. Executive Compensation Components

    Annual Performance-Based Cash Bonus We have designed our annual cash bonuses to reward our Executive Officers for their individual performance and contributions to our corporate goals for each year, as approved in advance by our Compensation and Organization Development Committee and Board of Directors. The corporate goals are allocated between specific product and financial performance targets. Achievement of our corporate goals was, in 2023, the primary factor considered by our Compensation and Organization Development Committee in determining the annual bonuses for our Executive Officers. However, the Compensation and Organization Development Committee retains discretion to adjust any individual bonus based on assessment of such individual’s performance. Our performance-based bonus plan emphasizes the contributions of each of our Executive Officers to the achievement of our corporate goals. At the beginning of each calendar year, the Compensation and Organization Development Committee establishes annual corporate performance goals and target bonuses. In 2023, the Compensation and Organization Development Committee established target bonuses for each of our Named Executive Officers including 60% of base salary for Mr. Marucci, 45% of base salary for Dr. Keler, and 40% of base salary for Dr. Heath-Chiozzi, Mr. Martin and Dr. Young. Corporate goals are proposed by management, reviewed and approved by the Compensation and Organization Development Committee and also approved by the Board of Directors on an annual basis. The Compensation and Organization Development Committee considers and assigns a relative weight to appropriately focus efforts on corporate goals that are intended to enhance shareholder value. The Compensation and Organization Development Committee reviewed the 2023 corporate goals at meetings held in April, June and September 2023 to gauge our levels of achievement and to assess whether the corporate goals approved earlier in the year remained relevant and complete. In November 2023 and January 2024, prior to approving 2023 incentive bonuses, the Compensation and Organization Development Committee evaluated our 2023 performance by assessing if, and the extent to which, we achieved or failed to achieve the corporate goals approved by the Board of Directors for 2023. The Compensation and Organization Development Committee considered the 2023 performance and determined that based on the success the Company had in accomplishing the significant milestones detailed above we met 120% of our 2023 corporate goals for pipeline development and business and financial operations. Our corporate goals for 2023 and the level at which the Compensation and Organization Development Committee determined they were achieved are as follows:

  13. Executive Compensation Components

    | Name | Target % of Base Salary | Final Payout % of Base Salary | Final Payout $ | | Anthony S. Marucci | 60% | 72.0% | $530,000 | | Tibor Keler, Ph.D. | 45% | 55.9% | $291,000 | | Margo Heath-Chiozzi, M.D | 40% | 48.4% | $217,500 | | Sam Martin | 40% | 48.0% | $219,475 | | Diane C. Young, M.D. | 40% | 48.3% | $228,000 |

  14. Executive Compensation Components

    The Compensation and Organization Development Committee approved annual bonus payments of 120%, 124%, 121%, 120% and 121% of the 2023 bonus target for Mr. Marucci, Dr. Keler, Dr. Heath-Chiozzi, Mr. Martin and Dr. Young, respectively, depending on each individual’s performance and their respective position. The Compensation and Organization Development Committee determined that annual incentive bonuses paid to the Named Executive Officers for 2023, were fair, reasonable and appropriate based on the factors described above. Equity Compensation We also use stock options and equity-based incentive programs to attract, retain, motivate and reward our Executive Officers. Through our equity-based grants, we seek to align the interests of our Executive Officers with our stockholders, reward and motivate both near-term and long-term executive performance and provide an incentive for retention. Our decisions regarding the amount and type of equity incentive compensation and relative weighting of these awards among total executive compensation have been based on our understanding of market practices of similarly situated companies and our negotiations with our executives in connection with their initial employment or promotion. We have adopted an equity grant policy that formalizes how we grant equity awards by setting a regular schedule for granting equity awards in connection with the hiring or promotion of any of our employees, granting annual equity awards and granting equity awards to non-employee directors. Such policy also outlines grant approval requirements and specifies the vesting schedule and exercise prices for stock option awards. We believe that this policy will mitigate the risk that issues or concerns would be raised in the future regarding the timing of grants of equity awards to our officers, directors and employees. All such grants to our Named Executive Officers are subject to prior approval by the Compensation and Organization Development Committee at a regularly scheduled meeting during the year. The date of grant and the fair market value of the award are based upon the date of the Compensation and Organization Development Committee meeting approving such grant. When granting equity-based awards, the Compensation and Organization Development Committee considers a number of factors in determining the amount of equity incentive awards, if any, to grant to our executives, including: • the existing levels of stock ownership among the Executive Officers relative to each other and to our employees as a whole; • previous grants of stock options to such Executive Officers; • vesting schedules of previously granted options; • the performance of the executives and their contributions to our overall performance; • an outside survey of stock option grants and restricted common stock awards in the biotechnology industry; • an outside survey of similarly situated biotechnology companies’ proxy statements; • personal knowledge of the Compensation and Organization Development Committee members regarding executive stock options and restricted common stock awards at comparable companies; • the financial statement impact of stock option awards on our results of operations; and • the amount and percentage of our total equity on a diluted basis held by our executives. Equity compensation awards to our Named Executive Officers consist of stock option awards. Stock option awards provide our Executive Officers with the right to purchase shares of our common stock at a fixed exercise price typically for a period of up to ten years, subject to continued employment with us. Stock options are earned on the basis of continued service to us and generally vest over four years, beginning with 25% vesting one year after the date of grant, then pro-rata vesting quarterly thereafter. All historical option grants were made at what our Compensation and Organization Development Committee and Board of Directors determined to be the fair market value of our shares of our common stock on the respective grant dates. On June 15, 2023, the Compensation and Organization Development Committee awarded stock options to all qualified employees, including the following stock options to our Named Executive Officers:

  15. Executive Compensation Components

    The exercise prices reflect the closing price of our common stock on the grant date. The grant date fair values are generally the amount we would expense in our financial statements over the award’s service period, but does not include a reduction for estimated forfeitures. The Stock options granted to our Executive Officers in 2023 have exercise prices equal to 100% of the fair value on the date of grant and vest over four years, beginning with 25% vesting one year after the date of grant, then pro-rata vesting quarterly thereafter based on continued service. We believe that stock options structured in this manner encourage our Executive Officers to focus on increasing stockholder value and stock price appreciation over the long term and limit unnecessary risk taking behavior, while promoting retention. Other Benefits We believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified personnel. Executive Officers are eligible to participate in all of our employee benefit plans, such as medical, dental, group life and accidental death and dismemberment insurance, short and long-term disability coverage and our 401(k) plan, in each case on the same basis as other employees. We provide a matching contribution under our 401(k) plan. In addition, Mr. Marucci’s compensation includes the annual premium for a $1,000,000 term life insurance policy and the personal use of a Company car. Employment Agreements and Post-Termination Compensation and Benefits We depend greatly on the intellectual capabilities and experience of our key executives. Our success is dependent on our ability to attract and retain highly skilled executives with significant experience in the biotechnology industry, particularly as we expand our activities in clinical trials, the regulatory approval process and sales and manufacturing. Therefore we enter into employment agreements with each of our Named Executive Officers. In general, each employment arrangement provides for cash severance, 100% acceleration of any unvested options, and/or other equity awards and continuation of certain employee benefits in the event that an executive’s employment is terminated within a one year period immediately following a change of control either without cause or by the executive for good reason. The cash severance consists of a single lump sum payment equal to (i) twenty-four (24) times the executive’s highest monthly base compensation paid hereunder during the preceding twenty-four month period, plus (ii) 150% (200%, in the case of Mr. Marucci) of the highest one-year annual bonus actually received by the executive during the preceding two full fiscal years prior to the date of termination. We use a “double trigger” with respect to benefits that are to be provided in connection with a change of control. A change of control does not itself trigger benefits; rather, benefits are paid only if the employment of the executive is terminated by us other than for cause, death or disability or by the executive for good reason during the one year period immediately following the change of control. We believe a “double trigger” benefit maximizes shareholder value because it prevents a windfall to executives in the event of a change of control in which the executive retains significant responsibility as defined in his or her individual agreement, while still providing our executives appropriate incentives to cooperate in negotiating any change of control that may put their jobs at risk. In addition to the benefits that only accrue in connection with a change of control, our agreements with the Named Executive Officers provide for cash severance, 25% acceleration of unvested options (in the case of Mr. Marucci and Dr. Keler) and/or other equity awards and continuation of certain employee benefits if we terminate their employment with us without cause or they terminate their employment with us for good reason, as such terms are defined in the applicable agreement with the Executive Officer. The cash severance consists of a lump sum cash payment equal to 100% (200% in the case of Mr. Marucci) of the executive’s then existing base salary. A further discussion of the terms and projected payments under each of these agreements is set forth below under the heading “Potential Payments upon Termination of Employment or Change in Control.”

  16. Summary Compensation Table

    Summary Compensation Table The following summary compensation table reflects certain information concerning compensation for services in all capacities awarded to, earned by or paid during the years ended December 31, 2023, 2022 and 2021 to (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) our three most highly compensated Executive Officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as Executive Officers as of December 31, 2023 (collectively, the “Named Executive Officers”).

  17. Summary Compensation Table

    | Name and Principal Position | Years | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Anthony S. Marucci President and Chief Executive Officer | 2023 | 721,218 | 530,000 | — | 7,092,975 | — | — | 17,651 | 8,361,844 | | | 2022 | 693,479 | 424,886 | — | 4,262,250 | — | — | 20,668 | 5,401,283 | | | 2021 | 668,509 | 490,254 | — | 4,868,797 | — | — | 18,334 | 6,045,894 | | Tibor Keler., Ph.D. Executive Vice President and Chief Scientific Officer | 2023 | 509,804 | 291,000 | — | 2,610,215 | — | — | 9,590 | 3,420,609 | | | 2022 | 491,458 | 238,773 | — | 1,551,459 | — | — | 8,796 | 2,290,486 | | | 2021 | 475,030 | 265,000 | — | 1,977,949 | — | — | 8,483 | 2,726,462 | | Margo Heath-Chiozzi, M.D. Senior Vice President, Regulatory Affairs | 2023 | 440,259 | 217,500 | — | 2,269,752 | — | — | 9,455 | 2,936,966 | | | 2022 | 424,406 | 183,286 | — | 1,312,773 | — | — | 6,433 | 1,926,898 | | | 2021 | 409,274 | 210,000 | — | 1,358,481 | — | — | 6,232 | 1,983,987 | | Sam Martin Senior Vice President and Chief Financial Officer | 2023 | 447,771 | 219,475 | — | 2,269,752 | — | — | 9,628 | 2,946,626 | | | 2022 | 425,205 | 182,896 | — | 1,449,165 | — | — | 9,155 | 2,066,421 | | | 2021 | 405,303 | 205,000 | — | 1,847,535 | — | — | 9,044 | 2,466,882 | | Diane C. Young, M.D. Senior Vice President, Chief Medical Officer | 2023 | 461,848 | 228,000 | — | 2,269,752 | — | — | 6,605 | 2,966,205 | | | 2022 | 445,219 | 192,274 | — | 1,295,724 | — | — | 6,004 | 1,939,221 | | | 2021 | 430,163 | 200,000 | — | 1,564,970 | — | — | 5,834 | 2,200,967 |

  18. Summary Compensation Table

    (1) The amounts in the Bonus column include annual bonus amounts earned by each of our Named Executive Officers in 2023, 2022 and 2021. (2) The amounts in the Option Awards column reflect the dollar amounts for the aggregate grant date fair value in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) of stock option awards made in fiscal years ended December 31, 2023, 2022 and 2021 for annual awards pursuant to the 2021 Incentive Plan. For a discussion regarding the valuation of our stock option awards for financial statement reporting purposes, please refer to Note 2 in the Notes to the Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not represent the actual amounts paid to the Named Executive Officers or the actual value that may be realized by the Named Executive Officers upon exercise of such stock options. The amounts listed in the All Other Compensation column include our matching contribution to the 401(k) Savings Plan of each Named Executive Officer and premiums paid for life insurance under our nondiscriminatory group plan for each Named Executive Officer. In addition, Mr. Marucci’s compensation includes (i) the annual premium of $2,550 in 2023, 2022 and 2021 for a $1,000,000 term life insurance policy and (ii) $4,051, $8,167 and $6,178 for the personal use of a Company car in 2023, 2022 and 2021, respectively.

  19. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on stock options and stock awards granted in 2023 to each of our Named Executive Officers.

  20. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Anthony S. Marucci | 6/15/23 | | | | | 250,000 | 36.87 | 7,092,975 | | Tibor Keler, Ph.D. | 6/15/23 | | | | | 92,000 | 36.87 | 2,610,215 | | Margo Heath-Chiozzi, M.D | 6/15/23 | | | | | 80,000 | 36.87 | 2,269,752 | | Sam Martin | 6/15/23 | | | | | 80,000 | 36.87 | 2,269,752 | | Diane Young, M.D. | 6/15/23 | | | | | 80,000 | 36.87 | 2,269,752 |

  21. Grants of Plan-Based Awards

    (1) The exercise prices reflect the closing price of our common stock on the grant date. (2) The grant date fair values are generally the amount we would expense in our financial statements over the award’s service period, but does not include a reduction for estimated forfeitures.

  22. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding the stock option grants and stock awards to our Named Executive Officers at December 31, 2023.

  23. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Anthony S. Marucci(1) | — | 250,000 | | 36.87 | 6/15/33 | | | | | | Anthony S. Marucci(1) | 93,750 | 156,250 | | 22.48 | 6/16/32 | | | | | | Anthony S. Marucci(1) | 140,000 | 84,000 | | 28.00 | 6/17/31 | | | | | | Anthony S. Marucci(1) | 214,375 | 30,625 | | 10.38 | 6/18/30 | | | | | | Anthony S. Marucci | 25,000 | — | | 2.78 | 6/19/29 | | | | | | Anthony S. Marucci | 26,665 | — | | 9.02 | 6/13/28 | | | | | | Anthony S. Marucci | 31,665 | — | | 34.80 | 6/15/27 | | | | | | Anthony S. Marucci | 31,665 | — | | 70.80 | 6/8/26 | | | | | | Anthony S. Marucci | 18,666 | — | | 381.15 | 6/10/25 | | | | | | Anthony S. Marucci | 18,666 | — | | 201.75 | 6/4/24 | | | | | | Tibor Keler, Ph.D.(1) | — | 92,000 | | 36.87 | 6/15/33 | | | | | | Tibor Keler, Ph.D.(1) | 34,125 | 56,875 | | 22.48 | 6/16/32 | | | | | | Tibor Keler, Ph.D.(1) | 56,875 | 34,125 | | 28.00 | 6/17/31 | | | | | | Tibor Keler, Ph.D.(1) | 94,500 | 13,500 | | 10.38 | 6/18/30 | | | | | | Tibor Keler, Ph.D | 43,140 | — | | 2.78 | 6/19/29 | | | | | | Tibor Keler, Ph.D. | 25,999 | — | | 9.02 | 6/13/28 | | | | | | Tibor Keler, Ph.D. | 10,799 | — | | 34.80 | 6/15/27 | | | | |

  24. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Tibor Keler, Ph.D. | 10,799 | — | | 70.80 | 6/8/26 | | | | | | Tibor Keler, Ph.D. | 7,766 | — | | 381.15 | 6/10/25 | | | | | | Tibor Keler, Ph.D. | 7,766 | — | | 201.75 | 6/4/24 | | | | | | Margo Heath-Chiozzi, M.D(1) | — | 80,000 | | 36.87 | 6/15/33 | | | | | | Margo Heath-Chiozzi, M.D(1) | 28,875 | 48,125 | | 22.48 | 6/16/32 | | | | | | Margo Heath-Chiozzi, M.D(1) | 39,062 | 23,438 | | 28.00 | 6/17/31 | | | | | | Margo Heath-Chiozzi, M.D(1) | 73,500 | 10,500 | | 10.38 | 6/18/30 | | | | | | Margo Heath-Chiozzi, M.D | 41,800 | — | | 2.78 | 6/19/29 | | | | | | Margo Heath-Chiozzi, M.D | 8,332 | — | | 9.02 | 6/13/28 | | | | | | Margo Heath-Chiozzi, M.D | 5,000 | — | | 45.15 | 10/3/27 | | | | | | Sam Martin(1) | — | 80,000 | | 36.87 | 6/15/33 | | | | | | Sam Martin(1) | 31,875 | 53,125 | | 22.48 | 6/16/32 | | | | | | Sam Martin(1) | 53,125 | 31,875 | | 28.00 | 6/17/31 | | | | | | Sam Martin(1) | 92,400 | 13,200 | | 10.38 | 6/18/30 | | | | | | Sam Martin | 10,750 | — | | 2.78 | 6/19/29 | | | | | | Sam Martin | 3,201 | — | | 9.02 | 6/13/28 | | | | | | Sam Martin | 4,332 | — | | 34.80 | 6/15/27 | | | | | | Sam Martin | 1,399 | — | | 70.80 | 6/8/26 | | | | | | Sam Martin | 1,399 | — | | 381.15 | 6/10/25 | | | | | | Sam Martin | 799 | — | | 201.75 | 6/4/24 | | | | | | Diane Young, M.D(1) | — | 80,000 | | 36.87 | 6/15/33 | | | | | | Diane Young, M.D(1) | 28,500 | 47,500 | | 22.48 | 6/16/32 | | | | | | Diane Young, M.D(1) | 45,000 | 27,000 | | 28.00 | 6/17/31 | | | | | | Diane Young, M.D(1) | 39,400 | 9,000 | | 10.38 | 6/18/30 | | | | | | Diane Young, M.D | 15,000 | — | | 2.71 | 7/8/29 | | | | |

  25. Outstanding Equity Awards at Fiscal Year-End

    25% of the options vest on the first anniversary of the grant date and the remainder vest quarterly (in equal amounts) over the subsequent 12 quarters.

  26. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding the number of option exercises in fiscal 2023 and the number of shares of stock issued under the 2021 Incentive Plan and 2008 Plan that vested in fiscal 2023 and the corresponding amounts realized by our Named Executive Officers.

  27. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Anthony S. Marucci | — | — | — | — | | Tibor Keler, Ph.D. | — | — | — | — | | Margo Heath-Chiozzi, M.D | — | — | — | — | | Sam Martin | — | — | — | — | | Diane Young, M.D. | — | — | — | — |

  28. Option Exercises and Stock Vested

    Value realized on exercise represents difference between sale price and exercise price for shares sold or difference between closing price on day of exercise and exercise price for shares held and not sold.

  29. Employment Agreements

    Employment Agreements The terms and conditions of the employment agreements of Mr. Marucci, Dr. Keler, Dr. Heath-Chiozzi, Mr. Martin and Dr. Young are governed by written employment contracts which became effective on July 1, 2021. The employment agreements provide, among other things, for: • current annual base salary ($736,470 in the case of Mr. Marucci, $520,573 in the case of Dr. Keler, $449,569 in the case of Dr. Heath-Chiozzi, $457,240 in the case of Mr. Martin and $471,615 in the case of Dr. Young) or such greater amount as may from time to time be determined by the Board of Directors or the Compensation and Organization Development Committee thereof; • eligibility for an annual bonus with a current bonus target (60% of base salary in the case of Mr. Marucci, 45% of base salary in the case of Dr. Keler and 40% of base salary in the case of Dr. Heath-Chiozzi, Mr. Martin and Dr. Young); • a lump sum severance payment equal to 100% (200% in the case of Mr. Marucci only) of the executive’s then-existing annual base salary in the event that the executive’s employment is terminated without cause or the executive resigns “for good reason” (as defined in the employment agreement) and 25% accelerated vesting of any unvested equity awards (in the case of Mr. Marucci and Dr. Keler); and • accelerated vesting of any unvested equity awards (as defined in the employment agreement) and a lump sum cash payment equal to twenty-four (24) times the executive’s highest monthly base compensation (not including bonus) during the twenty-four month period preceding the date of termination plus 150% (200% in the case of Mr. Marucci only) of the highest one-year annual bonus actually received by the executive during the two full fiscal years preceding the date of termination in the event of termination without cause or resignation “for good reason” by the executive within one year immediately following a change in control (as defined in the employment agreement). The employment agreements had an initial term through December 31, 2021 and shall automatically renew for additional one year terms unless either party gives ninety (90) days prior written notice of its intent not to renew. The Company may terminate the employment agreements without cause, on 90-days’ prior notice, or for cause, subject to a 30-day cure period in certain circumstances.

  30. Pension Benefits

    Pension Benefits None of our Named Executive Officers participate in qualified or nonqualified defined benefit plans sponsored by us.

  31. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our Named Executive Officers are covered by a defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  32. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Our Named Executive Officers have provisions in their employment agreements regarding severance upon certain termination events or acceleration of stock options in the event of our change of control or termination following a change of control. These severance and acceleration provisions are described in “Employment Agreements,” and certain estimates of these change of control benefits are provided in the tables below. The following table describes the potential payments and benefits upon employment termination for our Named Executive Officers as if their employment had terminated as of December 31, 2023.

  33. Potential Payments Upon Termination of Employment or Change in Control

    | Executive benefits and payments upon termination | Voluntary resignation for no good reason | Voluntary resignation for good reason(1) | Termination by Celldex without cause(1) | Termination by Celldex for cause | Voluntary termination by the executive for good reason or termination by Celldex without cause in connection with or following change of control(2) | | Anthony S. Marucci | | | | | | | Base Salary | $— | $1,472,940 | $1,472,940 | $— | $1,472,940 | | Bonus | — | — | — | — | 1,060,000 | | Equity Awards Acceleration(3) | — | 1,314,504 | 1,314,504 | — | 5,258,015 | | Continuation of Health Benefits | — | 47,052 | 47,052 | — | 47,052 | | Total | $— | $2,834,496 | $2,834,496 | $— | $7,838,007 | | Tibor Keler, Ph.D. | | | | | | | Base Salary | $— | $520,573 | $520,573 | $— | $1,041,146 | | Bonus | — | — | — | — | 436,500 | | Equity Awards Acceleration(3) | — | 506,743 | 506,743 | — | 2,026,971 | | Continuation of Health Benefits | — | 34,632 | 34,632 | — | 34,632 | | Total | $— | $1,061,948 | $1,061,948 | $— | $3,539,249 | | Margo Heath-Chiozzi, M.D | | | | | | | Base Salary | $— | $449,569 | $449,569 | $— | $899,138 | | Bonus | — | — | — | — | 326,250 | | Equity Awards Acceleration(3) | — | — | — | — | 1,630,715 | | Continuation of Health Benefits | — | 34,632 | 34,632 | — | 34,632 | | Total | $— | $484,201 | $484,201 | $— | $2,890,735 | | Sam Martin | | | | | | | Base Salary | $— | $457,240 | $457,240 | $— | $914,480 | | Bonus | — | — | — | — | 329,213 | | Equity Awards Acceleration(3) | — | — | — | — | 1,894,047 | | Continuation of Health Benefits | — | 47,052 | 47,052 | — | 47,052 | | Total | $— | $504,292 | $504,292 | $— | $3,184,792 | | Diane Young, M.D. | | | | | | | Base Salary | $— | $471,615 | $471,615 | $— | $943,230 | | Bonus | — | — | — | — | 342,000 | | Equity Awards Acceleration(3) | — | — | — | — | 1,617,590 | | Continuation of Health Benefits | — | 15,822 | 15,822 | — | 15,822 | | Total | $— | $487,437 | $487,437 | $— | $2,918,642 |

  34. Potential Payments Upon Termination of Employment or Change in Control

    Upon termination without cause or resignation for good reason, the employee is generally entitled to a lump sum payment equal to 100% (200% in the case of Mr. Marucci only) of the employee’s then annual base salary, continuation of certain employee benefits and 25% accelerated vesting of any unvested equity awards (in the case of Mr. Marucci and Dr. Keler). The employee is generally entitled to accelerated vesting of any unvested equity awards (as defined in the employment agreement) and a lump sum cash payment equal to twenty-four (24) times the executive’s highest monthly base compensation (not including bonus) during the twenty-four month period preceding the date of termination plus 150% (200% in the case of Mr. Marucci only) of the highest one-year annual bonus actually received by the executive during the two full fiscal years preceding the date of termination in the event of termination without cause or resignation “for good reason” by the executive within one year immediately following a change in control (as defined in the employment agreement). (3) The exercise price of each unvested option outstanding was greater than $39.66 per share (the closing price on the last trading day of our 2023 fiscal year).

  35. Securities Authorized For Issuance Under Equity Compensation Plans

    Securities Authorized For Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2023 regarding shares of our common stock that may be issued under our existing equity compensation plans, including our 2021 Incentive Plan, our 2008 Plan and our 2004 Plan.

  36. Securities Authorized For Issuance Under Equity Compensation Plans

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options and rights(1) | (b) Weighted-average exercise price of outstanding options and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders(2) | 6,378,924(3) | $29.69 | 1,177,006(4) |

  37. Securities Authorized For Issuance Under Equity Compensation Plans

    (1) Does not include any Restricted Stock as such shares are already reflected in our outstanding shares. (2) Consists of the 2021 Incentive Plan, 2008 Plan and the 2004 Plan. (3) Does not include purchase rights accruing under the 2004 Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period. (4) Includes shares available for future issuance under the 2021 Incentive Plan and the 2004 Plan as of December 31, 2023, of which 1,013,503 shares are available for grants in the form of restricted stock, deferred stock, performance shares or unrestricted stock under the 2021 Incentive Plan.

  38. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal Executive Officer. The purpose of this disclosure is to provide a measure of the equitability of pay within our company. We believe our compensation philosophy and process yield an equitable result for all of our employees. During fiscal 2023, the principal Executive Officer of Celldex was our Chief Executive Officer, Anthony S. Marucci. For 2023, the annual total compensation, using the same methodology we use for our Named Executive Officers as set forth in the summary compensation table, for Mr. Marucci was $8,361,844, and for our median employee was $231,492, resulting in an estimated pay ratio of 36 to 1. In accordance with Item 402(u) of Regulation S-K, we identified the median employee by (i) determining our employee population as of December 31, 2021 (including all full-time, part-time, salaried, hourly, and seasonal employees, but excluding Mr. Marucci), (ii) calculating the total compensation for each employee for fiscal 2021 by aggregating (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) the bonus for 2021, and (C) the estimated accounting value of any equity awards granted during 2021, and (iii) ranking this compensation measure for our employees from lowest to highest. We do not believe that there has been any change in our employee population or employee compensation arrangements for fiscal 2023 that would result in a significant change to our pay ratio disclosure. As such, and as permitted by Item 402(u) of Regulation S-K, we are using the same median employee for our pay ratio disclosure that we identified for our pay ratio disclosure for fiscal 2021. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  39. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, below is disclosure regarding executive compensation for our principal Executive Officer (“PEO,” also known as our CEO), and other NEOs and company financial performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Pursuant to SEC rules, the information in this “Pay Versus Performance” section shall not be deemed to be incorporated by reference into any Celldex filing under the Securities Act or Exchange Act, unless expressly incorporated by specific reference in such filing.

  40. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal year ended December 31, | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return(3) | Net Loss (in thousands) | Year-end cash & investment balance (in thousands)(4) | | 2023 | $8,361,844 | $3,737,921 | $3,067,602 | $1,456,996 | $1,778 | $159 | $(141,429) | $423,598 | | 2022 | $5,401,283 | $10,096,324 | $2,055,757 | $3,596,459 | $1,999 | $153 | $(112,325) | $304,952 | | 2021 | $6,045,894 | $13,902,770 | $2,390,179 | $5,115,872 | $1,733 | $137 | $(70,511) | $408,250 | | 2020 | $3,006,668 | $6,390,027 | $1,322,858 | $2,705,672 | $786 | $111 | $(59,780) | $194,422 |

  41. Pay Versus Performance Table

    (1) As reflected elsewhere herein, our Non-PEO NEOs for 2022 and 2023 were Tibor Keler, Ph.D., Sam Martin, Margo-Heath Chiozzi, M.D. and Diane C. Young, M.D. Our Non-PEO NEOs for 2021 were Tibor Keler, Ph.D., Freddy Jimenez, Sam Martin and Diane C. Young, M.D. Our Non-PEO NEOs for 2020 were Tibor Keler, Ph.D., Elizabeth Crowley, Margo-Heath Chiozzi, M.D. and Sam Martin. (2) The following table outlines the adjustments made to the compensation earned by the Company’s PEO and other NEOs, as presented in the Summary Compensation Table, to derive the compensation actually paid to the Company’s PEO and other NEOs.

  42. Pay Versus Performance Table

    | | Adjustments | | | | | | | | Summary Compensation Table Total | Less: Grant Date Fair Value of Option Awards Granted during the Fiscal Year(a) | Add: Year-End Fair Value of Outstanding and Unvested Option Awards Granted during the Fiscal Year(b) | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(b) | Adjust for Change in Fair Value of Option Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year(b) | Compensation Actually Paid | | PEO | | | | | | | | 2023 | $8,361,844 | (7,092,975) | 7,152,250 | (2,343,805) | (2,339,393) | $3,737,921 | | 2022 | $5,401,283 | (4,262,250) | 9,362,250 | 1,051,936 | (1,456,895) | $10,096,324 | | 2021 | $6,045,894 | (4,868,797) | 6,697,600 | 3,863,005 | 2,165,068 | $13,902,770 | | 2020 | $3,006,668 | (1,950,788) | 3,516,240 | 1,261,828 | 556,079 | $6,390,027 | | Average Non-PEO NEOs | | | | | | | | 2023 | $3,067,602 | (2,354,868) | 2,374,547 | (796,800) | (833,485) | $1,456,996 | | 2022 | $2,055,757 | (1,402,280) | 3,080,180 | 394,595 | (531,793) | $3,596,459 | | 2021 | $2,390,179 | (1,744,290) | 2,399,475 | 1,365,289 | 705,219 | $5,115,872 | | 2020 | $1,322,858 | (759,613) | 1,369,181 | 536,806 | 236,440 | $2,705,672 |

  43. Pay Versus Performance Table

    (a) Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year. (b) Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718. The Peer Group TSR set forth in this table utilizes the NASDAQ Pharmaceutical (Subsector) Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in our company and in the NASDAQ Pharmaceutical (Subsector) Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not indicative of future stock performance. Our Company Selected Measure is calculated as follows: Year-end cash and investment balance (in thousands), which is calculated by adding the cash, cash equivalents and marketable securities from our consolidated balance sheet. Identifying a Company Selected Measure is a matter of opinion. Other companies, including our peer companies, may utilize different measures as a basis for compensation or may utilize similar measures that are calculated in a manner that is different from the manner in which we calculate that measure. We may change the Company Selected Measure from year to year, depending upon a number of factors relating to our business. Relationship between Compensation Actually Paid and TSR The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs, our total shareholder return and that of the NASDAQ Pharmaceutical (Subsector) Index. Relationship between Compensation Actually Paid and Net Loss The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs and the Company’s net loss. Relationship between Compensation Actually Paid and Year-End Cash & Investment Balance The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs and the Company’s year-end cash and investment balance.

  44. Director Compensation

    Director Compensation Effective June 2022, Directors who are not our employees are each entitled to receive a retainer fee of $43,200 each fiscal year (“Annual Retainer”). The Chair of the Board is entitled to receive an annual retainer fee of $35,000 in addition to his or her Annual Retainer and any retainer for committee service. The Chairperson of the Audit Committee, Compensation and Organization Development Committee and Nominating and Corporate Governance Committee of the Board of Directors is entitled to receive an annual retainer fee of $20,000, $15,000 and $10,000, respectively, in addition to his or her Annual Retainer. Each committee member of the Audit Committee, Compensation and Organization Development Committee and Nominating and Corporate Governance Committee (other than the Chairperson of a committee) will receive an annual retainer of $10,000, $7,500 and $5,000, respectively, in addition to his or her Annual Retainer. Stipends and retainers are paid in advance on a quarterly basis. The Directors shall be reimbursed for necessary travel and business expenses as incurred but will not receive any additional fees for attending meetings or calls of the Board of Directors. Effective June 2022, Directors who are not our employees are each entitled to receive the lesser of 13,600 options or the number of options subject to the existing Director annual compensation limit of $400,000 and, for new directors, the lesser of 27,200 options or the number of options subject to the existing Director compensation limit of $600,000. In June 2023, all non-employee directors received an annual stock option grant to purchase 11,300 shares of the Company’s common stock following the 2023 Annual Meeting of Stockholders except Dr. Jain because she was just below the Director compensation limit of $600,000. In February 2023, when Dr. Jain joined the Board, she received a stock option grant to purchase 17,100 shares of the Company’s common stock. The following table summarizes the annual compensation for our non-employee directors during 2023.

  45. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | Karen L. Shoos | 65,167 | — | 320,602 | — | — | — | 385,769 | | Keith L. Brownlie | 52,667 | — | 320,602 | — | — | — | 373,269 | | Cheryl L. Cohen | 46,417 | — | 320,602 | — | — | — | 367,019 | | Herbert J. Conrad | 44,333 | — | 320,602 | — | — | — | 364,935 | | Rita I. Jain, M.D.(2) | 41,455 | — | 558,045 | — | — | — | 599,500 | | James J. Marino | 56,833 | — | 320,602 | — | — | — | 377,435 | | Garry A. Neil, M.D. | 45,620 | — | 320,602 | — | — | — | 366,222 | | Harry H. Penner, Jr. | 50,583 | — | 320,602 | — | — | — | 371,185 |

  46. Director Compensation

    (1) The amounts in the Option Awards column reflect the grant date fair value in accordance with U.S. GAAP of stock option awards made in 2023 to each of our non-employee directors for awards pursuant to the 2021 Incentive Plan subject to a vesting schedule whereby an equal number of the shares of common stock shall become vested and no longer be subject to risk of forfeiture (so long as the director remains a member of the Board as of such date). As of December 31, 2023, our non-employee directors had the following stock options outstanding: Karen L. Shoos — 59,685, Keith L. Brownlie — 58,399, Cheryl L. Cohen — 38,500, Herbert J. Conrad — 59,685, Rita, I. Jain, M.D. — 17,100, James J. Marino — 58,399, Garry A. Neil, M.D. — 38,500, and Harry H. Penner, Jr. — 59,685. For a discussion regarding the valuation of our stock option awards for financial statement reporting purposes, please refer to Note 2 in the Notes to the Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not represent the actual amounts paid to the directors or the actual value that may be realized by the directors upon exercise of such stock options. Dr. Jain joined our Board of Directors in February 2023.

  47. General

    General The primary purpose of the 2021 Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financial success of the Company and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The Company, by means of the 2021 Incentive Plan, seeks to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for the success of the Company and its subsidiaries. Our Board believes that the granting of stock options, restricted stock awards and other kinds of equity-based compensation promotes continuity of management and increases incentive and personal interest in the welfare of our Company and alignment with shareholders by those who are primarily responsible for shaping and carrying out our long-range plans and securing our growth and financial success. On April 12, 2024, our Board approved an amendment to increase in the number of shares available for issuance thereunder by 3,200,000 shares, and directed that the amendment be submitted to the shareholders for approval at the Annual Meeting. The amendment also will increase the per calendar year limitation on non-employee director compensation under the 2021 Incentive Plan such that no non-employee director of the Board may receive awards in any calendar year exceeding $750,000 (inclusive of any cash awards outside of the 2021 Incentive Plan). However, in the case of a new non-employee director of the Board, such amount is increased to $1,200,000 for the initial year of services. Prior to the proposed amendment, no non-employee director of the Board may receive awards in any calendar year exceeding $400,000 (inclusive of any cash awards outside of the 2021 Incentive Plan), or, in the case of a new non-employee director of the Board, such amount is increased to $600,000 for the initial year of services. A copy of the amendment is attached as Annex A. Our Board believes the increase in the number of shares available for issuance under the plan is needed in order to make awards to expected new hires as a result of the Company moving into phase 3 and planning for commercialization. We believe that our future success will depend in large part upon our ability to attract and retain highly skilled scientific, managerial and marketing personnel. The life sciences industry is highly competitive, and our results are largely attributable to the talents, expertise, efforts and dedication of our employees. Our compensation program, including the granting of equity compensation, is an important component in attracting and recruiting new employees as well as retaining our most experienced and skilled employees. Equity compensation is also fundamental to our compensation philosophy of paying for performance and aligning the interests of employees with those of our stockholders. We believe that equity awards, and the potential they hold for appreciation through an increase in our stock price, support our pay-for-performance philosophy, provide further incentive to our employees to focus on creating long-term stockholder value and create an ownership culture that links employees’ interests with those of our stockholders and our long-term results, performance and financial condition. Accordingly, it is the judgment of our Board of Directors that the approval of this Proposal 3 is in the best interests of our company and its stockholders. If the Company’s stockholders do not approve the amendment increasing the number of shares available for issuance under the Plan, the Company will continue to operate the Plan under its current provisions.

  48. Description of the 2021 Incentive Plan

    Description of the 2021 Incentive Plan The following description of the material terms of the Plan is intended to be a summary only. This summary is qualified in its entirety by the full text of the Plan, which is incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement filed on April 27, 2021, as amended on June 15, 2023. Administration. The 2021 Incentive Plan is administered by the Compensation Committee of our Board (the “Committee”). However, the entire Board may act in lieu of the Committee on any manner. The Committee has authority, in its discretion, to approve the persons to whom awards may be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of an award and to determine the specific terms and conditions of each award, subject to the provisions of the 2021 Incentive Plan. The Committee may also approve rules and regulations for the administration of the 2021 Incentive Plan and amendments or modifications of outstanding awards (except that (i) options and SARs cannot be repriced and (ii) options and SARs cannot be cancelled in exchange for cash or another awards, in each case, without shareholder approval). The Committee may delegate authority to the chief executive officer and/or other executive officers to grant awards to employees (other than themselves), subject to applicable law and the 2021 Incentive Plan. No awards may be made under the 2021 Incentive Plan on or after the ten (10)-year anniversary of the Effective Date, but the 2021 Incentive Plan will continue thereafter while previously granted awards remain outstanding. Eligibility. Persons eligible to receive awards under the 2021 Incentive Plan are all employees, officers, directors, consultants, scientific advisors, other individual advisors and other individual service providers of our Company and our subsidiaries, who, in the opinion of the Committee, are in a position to contribute to the success and growth of the Company, or any person who is determined by the Committee to be a prospective employee, officer, director, consultant, scientific advisor, other individual advisor or other individual service provider of the Company or any subsidiary. As of March 31, 2024, the Company and its subsidiaries had a total of 166 employees, including nine officers and ten executive officers (who are not included in the number of officers) and eight non-employee directors. None of our subsidiaries has employees and none of the officers and directors of our subsidiaries are eligible for awards under the 2021 Incentive Plan other than those who are eligible as officers or directors of the Company. As of that date, we had approximately five consultants who we have historically granted options to, and no one in the categories of scientific advisors, other individual advisors or other individual service providers. As of March 31, 2024, no person is eligible to participate as a result of a determination by the Committee that that person is a prospective employee, officer, director, consultant, scientific advisor, other individual advisor or other individual service provider of the Company or any subsidiary. As awards under the 2021 Incentive Plan are within the discretion of the Committee, the Company cannot determine how many individuals in each of the categories described above will receive awards. Shares Subject to the 2021 Incentive Plan. Prior to the proposed increase, an aggregate of (i) 4,300,000 shares of Common Stock plus (ii) such number of unused shares of Common Stock reserved under the 2008 Incentive Plan as of the Effective Date that were rolled into the 2021 Incentive Plan, (subsections (i) and (ii) together, the “Share Reserve”), of which approximately 1,011,071 shares remain available for issuance as of March 31, 2024. All such shares of Common Stock reserved for issuance under the 2021 Incentive Plan may, but need not, be issued in respect of ISOs. In addition, shares of our Common Stock that relate to any outstanding grants or awards under the 2008 Incentive Plan as of the Effective Date that are forfeited, cancelled or otherwise lapse in accordance with applicable plan terms shall be rolled into the 2021 Incentive Plan and added to the Share Reserve (but not issued in respect of ISOs). If any option granted under the 2021 Incentive Plan terminates without having been exercised in full or if any award is forfeited or cancelled, the number of shares of Common Stock as to which such award was forfeited or withheld will be available for future grants under the 2021 Incentive Plan. However, any shares of Common Stock otherwise issuable that are withheld to satisfy the exercise price of a stock option, tax withholding obligations or repurchased by the Company with stock option proceeds, shall not revert to the 2021 Incentive Plan or be added back to the Share Reserve. The number of shares of Common Stock authorized for issuance under the 2021 Incentive Plan and the foregoing share limitations are subject to customary adjustment for stock splits, stock dividends or similar transactions. Equity-based awards under the 2021 Incentive Plan may vest no earlier than the first anniversary of the date of grant, with limited exceptions for substitute awards, shares of Common Stock delivered in lieu of fully vested cash awards, director awards vesting on the earlier of the one-year anniversary of grant or the next annual meeting of stockholders and for equity-based awards with respect to up to 5% of the Share Reserve. Terms and Conditions of Options. Options granted under the 2021 Incentive Plan may be either ISOs or “nonstatutory stock options” that do not meet the requirements of Section 422 of the Internal Revenue Code of 1986 (the “Code”). The Committee will determine the exercise price of options granted under the 2021 Incentive Plan. The exercise price of stock options may not be less than the fair market value per share of our Common Stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder). If on the date of grant the Common Stock is listed on a stock exchange or is quoted on the automated quotation system of Nasdaq, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good faith by the Committee based on the reasonable application of a reasonable valuation method. On April 16, 2024, the closing sale price of a share of Common Stock on Nasdaq was $38.60. No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date of grant. Options granted under the 2021 Incentive Plan will be exercisable at such time or times as the Committee prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Committee may, in its discretion, permit a holder of a nonstatutory option to exercise the option before it has otherwise become exercisable, in which case the shares of our Common Stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise. Generally, the option price may be paid (a) in cash or by certified or bank check or (b) through a broker-assisted exercise program implemented by the Committee in connection with the 2021 Incentive Plan.

  49. Description of the 2021 Incentive Plan

    No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient. However, the Committee may permit the holder of a nonstatutory option to transfer the award to immediate family members or a family trust for estate planning purposes. The Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with us. Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights (“SARs”) independent of or in connection with an option. The Committee will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our Common Stock on the date of grant, as determined by the Committee. The maximum term of any SAR granted under the 2021 Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to: • the excess of the fair market value on the exercise date of one share of our Common Stock over the exercise price, multiplied by • the number of shares of Common Stock covered by the SAR. Payment may be made in shares of our Common Stock, in cash, or partly in Common Stock and partly in cash, all as determined by the Committee. Restricted Stock and Restricted Stock Units. The Committee may award restricted Common Stock and/or restricted stock units under the 2021 Incentive Plan. Restricted stock awards consist of shares of Common Stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our Common Stock, cash, or a combination of shares of Common Stock and cash, at a future date upon or following the attainment of certain conditions specified by the Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock units may include performance-based conditions. Dividends with respect to restricted stock will only be paid to the holder of the shares at the time that the restricted stock vests. Dividend equivalent amounts may be deemed reinvested in additional restricted stock units, as determined by the Committee in its sole discretion, or paid with respect to restricted stock units when the units vest. Unless the Committee determines otherwise, holders of restricted stock will have the right to vote the shares. Performance Shares and Performance Units. The Committee may award performance shares and/or performance units under the 2021 Incentive Plan to any eligible employee or other individual service provider other than a non-employee director of the Board. Performance shares and performance units are awards, denominated in either shares of Common Stock or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Committee. The Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units. Incentive Bonus Awards, Other Stock-Based and Cash-Based Awards. The Committee may award other types of equity-based or cash-based awards under the 2021 Incentive Plan, including the grant or offer for sale of shares of our Common Stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Committee may impose. Effect of Certain Corporate Transactions. The Committee may, at the time of the grant of an award provide for the effect of a change in control (as defined in the 2021 Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Committee. The Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our Common Stock on the date of the change in control; (f) cancel any awards in exchange for cash and/or other property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of rights upon a change in control; (g) cancel any outstanding underwater options or SARs for no consideration; or (h) take any other action the Committee deems necessary or appropriate to carry out the terms of any definitive agreement controlling the terms and conditions of the change in control. Clawback/Recoupment. Awards granted under the 2021 Incentive Plan will be subject to the requirement that the awards be forfeited or amounts repaid to the Company after they have been distributed to the participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by any clawback or recapture policy adopted by the Company from time to time, or any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws. Amendment, Termination. Our Board may at any time amend the 2021 Incentive Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders, the Board may not (a) increase the number of shares of Common Stock available under the 2021 Incentive Plan, (b) change the group of individuals eligible to receive awards, (c) extend the term of the 2021 Incentive Plan, or (d) reduce or reprice the exercise price of any stock option and/or SAR or cancel any stock option and/or SAR in exchange for cash or another award.

  50. Treatment of Options

    Treatment of Options The Code treats incentive stock options and nonstatutory stock options differently. However, as to both types of options, no income will be recognized to the optionee at the time of the grant of the options under the 2021 Incentive Plan, nor will our Company be entitled to a tax deduction at that time. Generally, upon exercise of a nonstatutory stock option (including an option intended to be an incentive stock option but which has not continued to so qualify at the time of exercise), an optionee will recognize ordinary income tax on the excess of the fair market value of the stock on the exercise date over the option price. Our Company will be entitled to a tax deduction in an amount equal to the ordinary income recognized by the optionee in the fiscal year which includes the end of the optionee’s taxable year. We will be required to satisfy applicable withholding requirements in order to be entitled to a tax deduction. In general, if an optionee, in exercising a nonstatutory stock option, tenders shares of our Common Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of an incentive stock option and the tender is within two years from the date of grant or one year after the date of exercise of the incentive stock option, the tender will be a disqualifying disposition of the shares acquired upon exercise of the incentive stock option. For incentive stock options, there is no taxable income to an optionee at the time of exercise. However, the excess of the fair market value of the stock on the date of exercise over the exercise price will be taken into account in determining whether the “alternative minimum tax” will apply for the year of exercise. If the shares acquired upon exercise are held until at least two years from the date of grant and more than one year from the date of exercise, any gain or loss upon the sale of such shares, if held as capital assets, will be long-term capital gain or loss (measured by the difference between the sales price of the stock and the exercise price). Under current federal income tax law, a long-term capital gain will be taxed at a rate which is less than the maximum rate of tax on ordinary income. If the two-year and one year holding period requirements are not met (a “disqualifying disposition”), an optionee will recognize ordinary income in the year of disposition in an amount equal to the lesser of (i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price. The remainder of the gain will be treated as long-term capital gain, depending upon whether the stock has been held for more than a year. If an optionee makes a disqualifying disposition, our Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by the optionee. In general, if an optionee, in exercising an incentive stock option, tenders shares of Common Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of another incentive stock option and the tender is within two years from the date of grant or one year after the date of exercise of the other option, the tender will be a disqualifying disposition of the shares acquired upon exercise of the other option. As noted above, the exercise of an incentive stock option could subject an optionee to the alternative minimum tax. The application of the alternative minimum tax to any particular optionee depends upon the particular facts and circumstances which exist with respect to the optionee in the year of exercise. However, as a general rule, the amount by which the fair market value of the Common Stock on the date of exercise of an option exceeds the exercise price of the option will constitute an item of “adjustment” for purposes of determining the alternative minimum taxable income on which the alternative tax may be imposed. As such, this item will enter into the tax base on which the alternative minimum tax is computed, and may therefore cause the alternative minimum tax to become applicable in any given year.

  51. Treatment of Stock Awards

    Treatment of Stock Awards Generally, absent an election to be taxed currently under Section 83(b) of the Code (a “Section 83(b) Election”), there will be no federal income tax consequences to either the recipient or our Company upon the grant of a restricted stock award. At the expiration of the restriction period and the satisfaction of any other restrictions applicable to the restricted shares, the recipient will recognize ordinary income and our Company generally will be entitled to a corresponding deduction equal to the fair market value of the Common Stock at that time. If a Section 83(b) Election is made within 30 days after the date the restricted stock award is granted, the recipient will recognize an amount of ordinary income at the time of the receipt of the restricted shares, and our Company generally will be entitled to a corresponding deduction, equal to the fair market value (determined without regard to applicable restrictions) of the shares at such time, less any amount paid by the recipient for the shares. If a Section 83(b) Election is made, no additional income will be recognized by the recipient upon the lapse of restrictions on the shares (and prior to the sale of such shares), but, if the shares are subsequently forfeited, the recipient may not deduct the income that was recognized pursuant to the Section 83(b) Election at the time of the receipt of the shares. The recipient of an unrestricted stock award will recognize ordinary income, and our Company generally will be entitled to a corresponding deduction, equal to the fair market value of our Common Stock that is the subject of the award when the award is made. The recipient of a restricted stock unit will recognize ordinary income as and when the units vest and shares of our Common Stock are issued. The amount of the income will be equal to the fair market value of the shares of our Common Stock issued at that time, and our Company will be entitled to a corresponding deduction. The recipient of a restricted stock unit will not be permitted to make a Section 83(b) Election with respect to such award. The federal income tax consequences of performance share awards, performance unit awards, incentive bonus awards, other cash-based awards and other stock-based awards will depend on the terms and conditions of those awards but, in general, participants will be required to recognize ordinary income in an amount equal to the cash and the fair market value of any fully vested shares of our Common Stock paid, determined at the time of such payment, in connection with such awards.

  52. Options outstanding under the 2021 Plan as of March 31, 2024

    Options outstanding under the 2021 Plan as of March 31, 2024 Since the adoption of 2021 Plan through March 31, 2024 we have granted the following stock options under the 2021 Plan to the individuals and groups listed below. In all cases, the securities underlying such stock options were shares of our common stock. As of the date hereof, we have granted only stock options and no other type of award under the 2021 Plan.

  53. Options outstanding under the 2021 Plan as of March 31, 2024

    | Name and Position | Number of Shares Subject to Stock Options | | Named Executive Officers | | | Anthony S. Marucci President and Chief Executive Officer | 724,000 | | Tibor Keler, Ph.D. Executive Vice President and Chief Scientific Officer | 274,000 | | Margo Heath-Chiozzi, M.D. Senior Vice President, Regulatory Affairs | 219,500 | | Sam Martin Senior Vice President and Chief Financial Officer | 250,000 | | Diane Young, M.D. Senior Vice President, Chief Medical Officer | 228,000 | | All current executive officers, as a group | 2,509,000 | | All current directors who are not executive officers, as a group | 278,600 | | Each Nominee for Election as a Director | | | Karen L. Shoos | 36,900 | | Anthony S. Marucci | 724,000 | | Keith L. Brownlie | 36,900 | | Cheryl L. Cohen | 38,500 | | Herbert J. Conrad | 36,900 |

  54. Options outstanding under the 2021 Plan as of March 31, 2024

    | Name and Position | Number of Shares Subject to Stock Options | | Rita I. Jain, M.D. | 17,100 | | James J. Marino | 36,900 | | Garry A. Neil, M.D. | 38,500 | | Harry H. Penner, Jr. | 36,900 | | All employees who are not executive officers, as a group | 1,397,382 |

  55. AMENDMENT No. 2 TO CELLDEX THERAPEUTICS, INC. 2021 OMBNIBUS EQUITY INCENTIVE PLAN

    AMENDMENT No. 2 TO CELLDEX THERAPEUTICS, INC. 2021 OMBNIBUS EQUITY INCENTIVE PLAN

  56. R E C I T A L S

    R E C I T A L S WHEREAS, Section 17.2 of the Plan reserves to the Board of Directors (“Board”) of Celldex Therapeutics, Inc. (the “Company”) the right to amend the Plan from time to time; and WHEREAS, the Board desires to amend the Plan to increase the number of shares available for awards under the plan by 3,200,000 shares in the manner hereinafter provided subject to approval by the Company’s stockholders; and WHEREAS, the Board desires to amend the Plan to increase the limitation on outside director compensation under the Plan in the manner hereinafter provided. NOW THEREFORE, the Plan is hereby amended as follows: 1. Amendment to Plan Share Limitation. Section 4.1(a) of the Plan is amended and restated in its entirety as follows: “(a) Subject to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be (i) 7,500,000 shares plus (ii) such number of unused shares of Common Stock reserved under the Prior Plan as of the Effective Date, which unused reserve shall be rolled into this Plan (subsections (i) and (ii) together, the “Share Reserve”); all of which shares may, but need not, be issued in respect of Incentive Stock Options. In addition, there shall be rolled into this Plan and added to the Share Reserve (but not issued in respect of Incentive Stock Options) such number of shares of Common Stock subject to outstanding grants or awards under the Prior Plan as of the Effective Date which are thereafter forfeited, cancelled or otherwise lapse in accordance with the provisions of Section 4.1(b).” 2. Amendment to Outside Director Limitation. Section 4.2 of the Plan is amended and restated in its entirety as follows: 4.2 Outside Director Limitation. The grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted under the Plan to any Outside Director during any calendar year shall not exceed $750,000 (inclusive of any cash awards to an Outside Director for such year that are not made pursuant to the Plan); provided that in the case of a new Outside Director, such amount shall be increased to $1,200,000 for the initial year of the Outside Director’s term. 3. No Other Changes. Except as set forth herein, the Plan shall remain in full force and effect without modification. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this Amendment as of the date first above written as evidence of its adoption by the Company. CELLDEX THERAPEUTICS, INC. By: /s/ Sam Martin Name: Sam Martin Title: Senior Vice President and Chief Financial Officer CELLDEX THERAPEUTICS, INC. PERRYVILLE III BUILDING53 FRONTAGE ROAD, SUITE 220 HAMPTON, NJ 08827 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 12, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/CLDX2024You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 12, 2024. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY ForAgainstAbstain000000000 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com CELLDEX THERAPEUTICS, INC.Annual Meeting of Stockholders June 13, 2024 9:00 a.m.This proxy is solicited by the Board of DirectorsThe undersigned hereby appoints Sam Martin and Anthony S. Marucci, and either of them, as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of common stock of Celldex Therapeutics, Inc. held of record by the undersigned on April 16, 2024 at the Annual Meeting of Stockholders to be held virtually via the Internet at www.virtualshareholdermeeting.com/CLDX2024, on June 13, 2024 at 9:00 a.m. local time, or at any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.