DEF 14A of Celldex Therapeutics, Inc., Apr 29, 2026

DEF 14A of Celldex Therapeutics, Inc.

Filed Apr 29, 2026 · FY20250001104659-26-050884

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | Pay Versus Performance Table | 44 | | Director Compensation | 47 | | Compensation and Organization Development Committee Interlocks and Insider Participation | 48 | | Risk Considerations | 48 | | Stock Ownership Policy — Non-Employee Directors | 48 | | Report of The Audit Committee | 49 | | Security Ownership of Certain Beneficial Owners and Management | 50 | | Transactions with Related Persons | 52 | | Proposal 2: Ratification of Independent Public Accounting Firm | 53 | | Principal Accountant Fees and Services | 53 | | Audit Fees | 53 | | All Other Fees | 53 | | Proposal 3: Approval of an Amendment to the 2021 Omnibus Equity Incentive Plan | 55 | | General | 55 | | Description of the 2021 Incentive Plan | 56 | | Other Information | 58 | | Material Federal Income Tax Consequences | 58 | | Treatment of Options | 58 | | Treatment of Stock Appreciation Rights | 59 | | Treatment of Stock Awards | 59 | | Section 409A | 60 | | Potential Limitation on Company Deductions | 60 | | Restrictions on Resale | 60 | | Tax Withholding | 60 | | New Plan Benefits | 60 | | Options outstanding under the 2021 Incentive Plan as of March 31, 2026 | 60 | | Proposal 4: Advisory Vote on Executive Compensation | 62 | | Stockholder Proposals | 63 | | Submitting Proxy Proposals and Director Nominations for the 2027 Annual Meeting | 63 | | Where You Can Find Additional Information | 64 | | Other Matters | 65 | | Annex A | 66 |

  2. 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.

  3. Nominees for Election

    | Proposal 1: Election of Directors | | Our Board recommends that you vote “FOR” the Board’s Nominees. |

  4. Nominees for Election

    | HARRY H. PENNER, JR. | ANTHONY S. MARUCCI | KEITH L. BROWNLIE | | Director | Chief Executive Officer | Director | | Age: 80 Director since January 1997 Public Boards: 1 | Age: 64 Director since December 2008 Public Boards: 1 | Age: 73 Director since June 2017 Public Boards: 1 | | CHERYL L. COHEN | HERBERT J. CONRAD | RITA I. JAIN, M.D. | | Director | Director | Director | | Age: 60 Director since June 2022 Public Boards: 2 | Age: 93 Director since March 2008 Public Boards: 1 | Age: 64 Director since February 2023 Public Boards: 2 | | JAMES J. MARINO | GARRY A. NEIL, M.D. | DENICE TORRES | | Director | Director | Director | | Age: 76 Director since March 2017 Public Boards: 1 | Age: 72 Director since June 2022 Public Boards: 2 | Age: 66 Director since June 2025 Public Boards: 2 |

  5. 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. Public company boards that nominees have served since 2021 are noted with*.

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | HARRY H. PENNER, JR., 80 | CAREER HIGHLIGHTS | | | Chair since January 1997 | AVANT | Board and Chairman from January 1997 prior to the consummation of our merger with AVANT | | PUBLIC BOARDS: 1 | Nascent BioScience, LLC | Served as Chairman and Chief Executive Officer from 2001 to June 2023 | | COMMITTEES: None | Neurogen Corporation | President, Chief Executive Officer and Vice Chairman from 1993 to 2001 | | EDUCATION: 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 | Novo Nordisk A/S | Executive Vice President and General Counsel in Denmark from 1985 to 1988 Executive Vice President for North America from 1988 to 1993 | | | BioCT | Former Chair Former BioScience Advisor to the Governor and the State of Connecticut | | | Connecticut Technology Council | Former Chair | | | Connecticut Board of Governors of Higher Education | Former Chair | | | NeuroCyte Therapeutics, Inc. | Currently Chair |

  8. Director Nominees

    | ANTHONY S. MARUCCI, 64 | CAREER HIGHLIGHTS | | | Founder, President and CEO Since September 2008 (Director since December 2008) | Celldex | Former Vice President, Chief Financial Officer, Treasurer and Secretary | | PUBLIC BOARDS: 1 | Medarex | Treasurer (now a part of Bristol-Myers Squibb Co.) from December 1998 to March 2004 and senior financial positions from December 1998 to March 2003 | | COMMITTEES: None | Genenta Science S.p.A.* | Board of directors from May 2021 to April 2024 | | EDUCATION: M.B.A. from Columbia University and M.H.L. from Brown University | BioNJ Inc. | Board of Trustees |

  9. Director Nominees

    | KEITH L. BROWNLIE, 73 | CAREER HIGHLIGHTS | | | Director since June 2017 | Ernst & Young LLP | Former Audit partner for numerous public companies and was the Life Sciences Industry Leader for the New York Metro Area until 2009 | | PUBLIC BOARDS: 1 | Soligenix, Inc. | Board of directors from 2010 until 2019 | | COMMITTEES: Audit | Phio Pharmaceuticals Corp. (formerly RXi Pharmaceuticals Corporation) | Board of directors from 2012 until 2019 | | EDUCATION: B.S. in Accounting from Lehigh University and is a Certified Public Accountant | Cancer Genetics, Inc. | Board of directors from 2013 to 2014 | | | EpiCept Corporation | Board of directors from 2011 to 2013 |

  10. Director Nominees

    | CHERYL L. COHEN, 60 | CAREER HIGHLIGHTS | | | Director since June 2022 | CLC Consulting | President since 2008 | | PUBLIC BOARDS: 2 | Medivation, Inc. | Chief Commercial Officer from August 2011 to July 2014, where she built the company’s commercial organization and led her team to successfully launch the oncology drug, Xtandi® | | COMMITTEES: Compensation and Organization Development, Science and Commercialization | Johnson & Johnson | Former Vice President of the Rheumatology Franchise | | EDUCATION: B.A. degree from Saint Joseph College | Solvay Pharmaceuticals | Former management and sales | | | Immunity Bio* (previously NantKwest) | Board of directors since 2019 | | | MEI Pharma* | Board of directors from April 2020 to December 2022 | | | Ignyte Acquisition Corp. | Board of directors from January 2021 to April 2022 |

  11. Director Nominees

    | HERBERT J. CONRAD, 93 | CAREER HIGHLIGHTS | | | Director since March 2008 | Hoffmann-La Roche, Inc. | President of the U.S. Pharmaceuticals Division from 1982 to 1993 | | PUBLIC BOARDS: 1 | Matinas BioPharma Holdings, Inc.* | Former director from 2012 to February 2025 | | COMMITTEES: Nominating and Corporate Governance | Seaver Autism Center at Mount Sinai Hospital | Advisor | | EDUCATION: B.S. and M.S. degrees from the Brooklyn College of Pharmacy and an honorary Doctorate in Humane Letters from Long Island University | Pharmasset, Inc., GenVec, Inc. and Bone Care International, Inc. | Former Chairman of the Board of Directors | | | Arbutus Biopharma Corporation | Former director | | | Reliant Pharmaceuticals, Inc. | Former director and co-founder |

  12. Director Nominees

    | RITA I. JAIN, M.D., 64 | CAREER HIGHLIGHTS | | | Director since February 2023 | AnaptysBio, Inc.* | Board of directors since April 2023 | | PUBLIC BOARDS: 4 | Avalo Therapeutics, Inc.* | Board of directors since June 2025 | | COMMITTEES: Nominating and Corporate Governance, Science and Commercialization | SAB Biotherapeutics, Inc.* | Board of directors since January 2026 | | EDUCATION: 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 | Provention Bio, Inc. | Board of Directors from January 2023 until its acquisition by Sanofi in April 2023 | | | AM-Pharma B.V. | Supervisory Board from 2020 until 2023 | | | ChemoCentryx, Inc. | Board of Directors from 2019 until its acquisition by Amgen in 2022 Executive Vice President and Chief Medical Officer from 2021 to 2022 | | | Immunovant, Inc. | Chief Medical Officer in 2021 | | | Heartwood Biopharma Group | Chief Executive Officer from August 2021 until December 2023 | | | Akebia Therapeutics, Inc. | Senior Vice President and Chief Medical Officer from 2017 to 2019 | | | AbbVie Inc. | Vice President in Clinical Development from 2013 to 2016, including Men’s and Women’s Health and Metabolic Development | | | Abbott Laboratories | Various leadership roles from 2003 through 2012, including as Divisional Vice President of Pain, Respiratory and Metabolic Disease Development |

  13. Director Nominees

    | JAMES J. MARINO, 76 | CAREER HIGHLIGHTS | | | Director since March 2017 | Dechert LLP | Former Partner at the global law firm, where he served as Managing Partner of the Princeton Office and Chair of Life Science practice | | PUBLIC BOARDS: 1 | Traws Pharma, Inc.* (formerly Onconova Therapeutics, Inc.) | Former director from 2015 through September 2024 and Chairman of the Board | | COMMITTEES: Audit, Compensation and Organization Development | Pharmacopeia Inc. | Former director | | EDUCATION: B.A., M.B.A., and J.D. from Rutgers University | BioNJ Inc. | Co-founder and former counsel | | | Wake Forest University | Life Trustee |

  14. Director Nominees

    | GARRY NEIL, M.D., 72 | CAREER HIGHLIGHTS | | | Director since June 2022 | Avalo Therapeutics* | Chief Executive Officer since February 2022 and Chairman of the Board from August 2022 to March 2025 Senior Scientific Adviser and Chief Scientific Officer from February 2020 to February 2022 Served as Chief Scientific Officer from September 2013 to February 2020 | | PUBLIC BOARDS: 2 | Apple Tree Partners | Partner from September 2012 to September 2013 | | COMMITTEES: Audit, Nominating and Corporate Governance | Johnson & Johnson | Corporate Vice President of Science & Technology from November 2007 to August 2012 | | | Johnson & Johnson Pharmaceutical Research and Development | Former Group President | | EDUCATION: 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 | Merck KGaA/EMD Pharmaceuticals | Former Vice President of Research & Development | | | AstraZeneca and Astra Merck | Former Vice President of Clinical Research | | | Arena Pharmaceuticals, Inc. | Board of directors since February 2017 and as its Chair since February 2021 | | | Zura Bio Limited* | Board of directors from March 2023 to November 2023 | | | GTx, Inc. | Board of directors from August 2016 to May 2019 | | | Hackensack Meridian Medical School in Hackensack, New Jersey | Board of the Center for Discovery and Innovation | | | TransCelerate Biopharma, Inc. | Founding Chairman and past member of the board from 2012 to 2019 | | | Reagan Udall Foundation for the FDA | Board of directors from 2007 to 2021 | | | National Institutes of Health | Board of Foundation from 2010 to 2012 and the Science Management Review Board from 2010 to 2012 | | | Pharmaceutical Research and Manufacturers Association (PhRMA) | Former Chairman of Science and Regulatory Executive Committee and the PhRMA Foundation Board |

  15. Director Nominees

    | DENICE TORRES, 66 | CAREER HIGHLIGHTS | | | Director since June 2025 | The Ignited Company | Chief Executive Officer since 2017 | | PUBLIC BOARDS: 2 | Johnson & Johnson, Global Medical Device Business | Chief Strategy and Transformation Officer from 2015 to 2017 | | COMMITTEES: Compensation and Organization Development, Science and Commercialization | Johnson & Johnson McNeil Consumer Healthcare | President from 2011 to 2015 | | EDUCATION: Bachelor of Science, Ball State University J.D., Indiana University M.B.A., University of Michigan M.A. Study of Happiness, Centenary University | Johnson & Johnson Janssen Pharmaceuticals, Neuroscience | President from 2009 to 2011 | | | Eli Lilly and Company | Various Executive Positions from 1990 to 2004 | | | 2seventybio* | Board of directors from 2021 to 2025 | | | Glaukos Corporation* | Board of directors since 2021 | | | Karuna Therapeutics, Inc. | Board of directors from 2020 to 2024 | | | Surface Oncology | Board of directors from 2021 to 2023 | | | Bluebird bio, Inc.* | Board of directors from 2020 to 2021 |

  16. Social

    Social We believe much of our success is rooted in the diversity of our teams and that our business benefits from the different perspectives that a diverse workforce brings including background, experience, expertise and skills. We continue our commitment to diversity and inclusion by promoting a welcoming, diverse environment, including our partnership with the internal Employee Resource Group (“ERG”), which is open to all interested employees. The focus of the ERG has been on:

  17. Social

    | | Providing education and resources to support employee learning about Diversity and Inclusion (“D&I”) | | | Engaging in local community outreach to support D&I activities | | | Fostering a diverse and inclusive environment at Celldex | | | Working toward a diverse talent pipeline for the biotechnology industry by engaging in local communities to provide exposure to biotechnology to students of all backgrounds |

  18. Social

    We are committed to greater data transparency, and that’s why we are sharing our 2025 Federal Employer Information Report, known as EEO-1, as follows. These data are based on U.S. federal government requirements that categorizes roles into 10 job categories, each with seven race/ethnicity categories and two gender categories. While this is important data to collect and share, it does not fully reflect all of Celldex’s job levels and titles and is not inclusive of all races, ethnicities and genders.

  19. Social

    | Senior Leadership (SVP or above) | | | | | | Full Time Workforce | | | | |

  20. Social

    The Company’s labor right policy provides for equal opportunity to all employees without regard to race, color, religion, sex (including gender, pregnancy, sexual orientation, gender identity and gender expression), national origin, disability, age, genetic information, ethnicity, citizenship status, participation in uniformed military services of the United States, or any other class or status protected by federal, state, or local law. The following table sets forth certain information regarding our current Executive Officers:

  21. Social

    | ANTHONY S. MARUCCI | TIBOR KELER, PH.D. | SARAH CAVANAUGH | | President, Chief Executive Officer and Director | Executive Vice President and Chief Scientific Officer | Senior Vice President, Corporate Affairs and Administration | | Age: 64 | Age: 67 | Age: 51 | | ELIZABETH CROWLEY | MARGO HEATH-CHIOZZI, M.D. | FREDDY JIMENEZ | | Senior Vice President and Chief Product Development Officer | Senior Vice President, Regulatory Affairs | Senior Vice President and General Counsel | | Age: 54 | Age: 69 | Age: 57 | | TERI LAWVER | SAM MARTIN | RONALD PEPIN, PH.D. | | Senior Vice President and Chief Commercial Officer | Senior Vice President, Chief Financial Officer and Secretary | Senior Vice President and Chief Business Officer | | Age: 59 | Age: 55 | Age: 70 | | DIANE C. YOUNG, M.D. | | | | Senior Vice President, Chief Medical Officer | | | | Age: 70 | | |

  22. Social

    | ANTHONY S. MARUCCI, 64 | CAREER HIGHLIGHTS | | | Founder, President and CEO Since September 2008 (Director since December 2008) | Celldex | Former Vice President, Chief Financial Officer, Treasurer and Secretary | | EDUCATION: M.B.A. from Columbia University and M.H.L. from Brown University | Medarex | Treasurer (now a part of Bristol-Myers Squibb Co.) from December 1998 to March 2004 and senior financial positions from December 1998 to March 2003 | | | Genenta Science S.p.A. | Board of directors from May 2021 to April 2024 | | | BioNJ Inc. | Board of Trustees |

  23. Social

    | TIBOR KELER, PH.D., 67 | CAREER HIGHLIGHTS | | | Founder, Executive Vice President and Chief Scientific Officer Since 2014 | Celldex | Senior Vice President and Chief Scientific Officer from March 2008 to July 2014 Vice President, Research and Discovery and Chief Scientific Officer from May 2003 to March 2008 | | EDUCATION: Ph.D. in Microbiology from the University of Pennsylvania | Medarex | Senior Director of Preclinical Development and Principal Scientist from September 1993 to March 2004 |

  24. Social

    | SARAH CAVANAUGH, 51 | CAREER HIGHLIGHTS | | | Senior Vice President, Corporate Affairs and Administration Since 2017 | Celldex | Vice President, Investor Relations and Corporate Communications from August 2012 to June 2017 | | | MacDougall Biomedical Communications | Vice President from 2007 to 2012 | | EDUCATION: B.A. from the University of New Hampshire | Point Therapeutics, Inc. | Former Director of Corporate Communications | | | Fallon Community Health Plan | Former Director of Corporate Communications | | | American Cancer Society | Various former positions including Division Communications and Marketing Director for the Mid-South Division |

  25. Social

    | ELIZABETH CROWLEY, 54 | CAREER HIGHLIGHTS | | | Senior Vice President and Chief Product Development Officer Since 2016 | Celldex | Senior Vice President, Product Development from July 2014 to August 2016 Vice President, Clinical Development from 2009 to July 2014 | | EDUCATION: B.S. in Chemistry with a concentration in Business from Boston College | CuraGen Corporation | Held several senior level roles, most recently serving as the Vice President of Development Operations | | | Bayer Corporation | Held several roles in clinical research and project management, most recently serving as the Director of Global Study Audit Management |

  26. Social

    | MARGO HEATH- CHIOZZI, M.D., 69 | CAREER HIGHLIGHTS | | | Senior Vice President, Regulatory Affairs Since 2017 | Bristol-Myers Squibb Company | Served as Executive Director, Global Regulatory Sciences; Vice President, Global Regulatory Strategy; and Vice President, Global Submissions and Regulatory Policy from 2003 until September 2017 | | EDUCATION: B.S. and M.D. from the University of Utah. She received further medical training in internal medicine at Duke University and completed fellowships in infectious disease at Brigham & Women’s Hospital and Dana-Farber Cancer Institute in Boston | Abbott Laboratories | Served as Medical Director, Pharmacogenetics; Senior Director, Global Marketed Product Development and Outcomes Research; and Global Project Head, Abbott/Millennium Obesity/Diabetes Alliance from 1995 to 2003 | | | University of Hawaii John A. Burns School of Medicine | Former Assistant Professor | | | Queen’s Medical Center | Former Director of the HIV Research Clinical | | | Kapiolani Medical Center | Former Director of the Women’s Immunology Clinical for Women and Children, in Honolulu |

  27. Social

    | FREDDY JIMENEZ, 57 | CAREER HIGHLIGHTS | | | Senior Vice President and General Counsel Since 2021 | Celldex | Vice President, Law and Compliance from February 2016 to December 2020 | | EDUCATION: B.A. in Biology and Certificate in the Legal Studies Program from Brandeis University and his legal training and JD from the Rutgers School of Law — Newark. | Johnson & Johnson | Assistant General Counsel, Senior Counsel and General Attorney from 1999 to 2016 FDA Liaison for the R.W. Johnson Pharmaceutical Research Institute (a Johnson & Johnson Company) and varying roles of increasing seniority in regulatory affairs and clinical research from 1991 to 1997 | | | Akin Gump Strauss Hauer & Feld LLP | Associate in the Food and Drug Practice from 1997 to 1999 |

  28. Social

    | TERI LAWVER, 59 | CAREER HIGHLIGHTS | | | Senior Vice President and Chief Commercial Officer Since 2025 | Thera Lifescience Advisors LLC | Principal and Owner from April 2025 to November 2025 | | EDUCATION: Masters of Business Administration, Duke University Fuqua School of Business, 1994 Bachelor of Science Degree, Linguistics Georgetown University, 1989 | Dexcom Corporation | Strategic Advisor from December 2024 to March 2025 EVP and Chief Commercial Officer from January 2023 to November 2024 | | | Johnson & Johnson Corporation | General Management and Commercial Leadership Roles of Increasing Responsibility, including: Worldwide Vice President, Immunology: January 2017 to December 2023 Global Vice President, Cardiovascular and Metabolism from July 2013 to December 2016 President, J&J Medical Companies Canada from April 2011 to July 2013 Worldwide General Manager, Animas Corporation from October 2007 to April 2011 National Sales Director, Corporate Accounts, Centocor from January 2006 to December 2007 Senior Director, Gastroenterology Marketing from May 2002 to January 2006 | | | McKinsey & Company | Associate Principal Engagement Manager Consultant |

  29. Social

    | SAM MARTIN, 55 | CAREER HIGHLIGHTS | | | Senior Vice President, Chief Financial Officer and Secretary Since 2017 | Celldex | Vice President, Finance from January 2015 to July 2017 Senior Director of Finance from August 2011 to January 2015 Director of Financial Reporting, Planning and Analysis from 2009 to 2011 | | EDUCATION: M.B.A. from Boston University, a B.S. from Skidmore College and is a Certified Public Accountant | Alseres Pharmaceuticals, Inc. | Held several former roles, most recently served as Director of Finance and Corporate Compliance | | | Ernst & Young LLP | Held several former roles, most recently serving as Audit Manager |

  30. Social

    | RONALD PEPIN, PH.D., 70 | CAREER HIGHLIGHTS | | | Senior Vice President and Chief Business Officer Since 2011 | Shire Pharmaceuticals | Vice President from June 2010 to April 2011 | | EDUCATION: B.A. from Tufts University and Ph.D. in Genetics from Georgetown University | Medarex | Senior Vice President, Business Development from August 2000 to December 2009 | | | Bristol-Myers Squibb Company | Former Executive Director of External Science and Technology |

  31. Social

    | DIANE C. YOUNG, M.D., 70 | CAREER HIGHLIGHTS | | | Senior Vice President, Chief Medical Officer Since 2019 | GTx, Inc | Vice President, Chief Medical Officer from July 2015 until February 2019 | | EDUCATION: A.B. in Biochemical Sciences from Harvard University and her M.D. from Harvard Medical School. Medical training in internal medicine at Johns Hopkins Hospital and Vanderbilt University Hospital and completed a fellowship in medical oncology at Dana-Farber Cancer Institute. | Novartis Oncology | Vice President, Head of Oncology Clinical Development and Medical Affairs, Latin America and Canada; Vice President, Global Head of Medical Affairs, Oncology Business Unit; and Vice President, Global Head of Clinical Development Phase 2/3, Oncology Business Unit from 2002 to June 2015 | | | R.W. Johnson Pharmaceutical Research Institute | Held roles including Vice President for Global Development and Senior Director, Clinical Research and Development from 1993 to 2002 | | | Sandoz Research Institute | Held roles at Director of Clinical Research, Cytokine Development Unit and Associate Medical Director from 1991 to 1993 | | | Hoffman-LaRoche, Inc. | Assistant Director, Clinical Investigation II from 1988 to 1990 |

  32. 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 2025. In 2025, 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.

  33. 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, but are not used to set compensation formulaically. 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, reward, motivate and retain 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. The Compensation and Organization Development Committee’s pay for performance philosophy considers the compensation of our peer group when assessing total executive compensation and other key factors related to compensation including but not limited to overall job scope/span, performance, impact to corporate goals, tenure and market dynamics to set individual compensation. The Committee reviews and adjusts compensation as appropriate over the course of the year. We review the 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 also 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 March 2024, the below peer group was approved by the Compensation and Organization Development Committee and used to inform our decisions affecting executive compensation in 2024. In March 2024, this peer group consisted of public companies in the biopharmaceutical industry with product candidates generally in mid to late-stage development, with employee headcount 50th percentile of 341 (range of 112 to 904), R&D expense 50th percentile of $301 million and market capitalization 50th percentile of $3.6 billion. In December 2024, the Compensation and Organization Development Committee decided to keep our 2025 peer group consistent with the 2024 peer group based on the consistency of our stage of development from year to year. Our Compensation and Organization Development Committee believes that, as of December 2024, this list continued to be representative of the companies with whom we generally compete for talent.

  34. 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 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 and restated (the “2008 Incentive 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 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.

  35. 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 2025, 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. The Compensation and Organization Development Committee has 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 Ms. Crowley, Dr. Heath-Chiozzi and Mr. Martin. In December 2025, the Compensation and Organization Development Committee established new target bonuses for each of our Named Executive Officers including 65% of base salary for Mr. Marucci, 53% of base salary for Dr. Keler, and 45% of base salary for Ms. Crowley, Dr. Heath-Chiozzi and Mr. Martin, in each case applicable to the entire year 2025. The December 2025 market adjustment followed an analysis of independent benchmarking data of peer companies as the Company prepares for potential commercialization with a view to make compensation competitive and retain a high performing management team. In evaluating the updated target bonus opportunities, the Committee also considered the expanded scope of responsibilities with advancing barzolvolimab through multiple late-stage registrational studies and preparing for potential commercialization. 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 2025 corporate goals at meetings held in April, June and September 2025 to gauge our levels of achievement and to assess whether the corporate goals approved earlier in the year remained relevant and complete. In December 2025 and January 2026, prior to approving 2025 incentive bonuses, the Compensation and Organization Development Committee evaluated our 2025 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 2025. The Compensation and Organization Development Committee considered the 2025 performance and determined that based on the success the Company had in accomplishing the significant milestones detailed above we met 100% of our 2025 corporate goals for pipeline development and business and financial operations. Our corporate goals for 2025 and the level at which the Compensation and Organization Development Committee determined they were achieved are as follows:

  36. 2025 Corporate Goals

    | Name | Target % of Base Salary | Final Payout % of Base Salary | Final Payout $ | | Anthony S. Marucci | | | $534,300 | | Tibor Keler, Ph.D. | | | $304,366 | | Elizabeth Crowley | | | $260,000 | | Margo Heath-Chiozzi, M.D. | | | $225,450 | | Sam Martin | | | $238,050 |

  37. 2025 Corporate Goals

    The Compensation and Organization Development Committee approved annual bonus payments of 100%, 100%, 116%, 100% and 100% of the 2025 bonus target for Mr. Marucci, Dr. Keler, Ms. Crowley, Dr. Heath-Chiozzi and Mr. Martin, 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 2025, 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 5, 2025, the Compensation and Organization Development Committee awarded stock options to all qualified employees, including the following stock options to our Named Executive Officers:

  38. 2025 Corporate Goals

    (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. The stock options granted to our Executive Officers in 2025 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, Dr. Keler and Ms. Crowley) 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.”

  39. 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, 2025, 2024 and 2023 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, 2025 (collectively, the “Named Executive Officers”).

  40. 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 | 2025 | 785,804 | 534,300 | — | 4,027,590 | — | — | 19,015 | 5,366,709 | | | 2024 | 751,766 | 554,000 | — | 7,903,800 | — | — | 19,599 | 9,229,165 | | | 2023 | 721,218 | 530,000 | — | 7,092,975 | — | — | 17,651 | 8,361,844 | | Tibor Keler., Ph.D. Executive Vice President and Chief Scientific Officer | 2025 | 552,699 | 304,366 | — | 1,248,553 | — | — | 10,099 | 2,115,717 | | | 2024 | 530,727 | 295,000 | — | 2,450,178 | — | — | 10,073 | 3,285,978 | | | 2023 | 509,804 | 291,000 | — | 2,610,215 | — | — | 9,590 | 3,420,609 | | Elizabeth Crowley(4) Senior Vice President, Chief Product Development Officer | 2025 | 473,883 | 260,000 | — | 1,141,151 | — | — | 10,175 | 1,885,209 | | | 2024 | 446,905 | 234,000 | — | 2,239,410 | — | — | 10,033 | 2,930,348 | | Margo Heath-Chiozzi, M.D. Senior Vice President, Regulatory Affairs | 2025 | 483,900 | 225,450 | — | 1,100,875 | — | — | 10,134 | 1,820,359 | | | 2024 | 461,338 | 228,034 | — | 2,160,372 | — | — | 10,080 | 2,859,824 | | | 2023 | 440,259 | 217,500 | — | 2,269,752 | — | — | 9,455 | 2,936,966 | | Sam Martin Senior Vice President and Chief Financial Officer | 2025 | 490,790 | 238,050 | — | 1,087,449 | — | — | 10,823 | 1,827,112 | | | 2024 | 466,470 | 229,076 | — | 2,134,026 | — | — | 10,548 | 2,840,120 | | | 2023 | 447,771 | 219,475 | — | 2,269,752 | — | — | 9,628 | 2,946,626 |

  41. Summary Compensation Table

    (1) The amounts in the Bonus column include annual bonus amounts earned by each of our Named Executive Officers in 2025, 2024 and 2023. (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, 2025, 2024 and 2023 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, 2025. 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. (3) 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 2025, 2024 and 2023 for a $1,000,000 term life insurance policy and (ii) $3,560, $5,531 and $4,051 for the personal use of a Company car in 2025, 2024 and 2023, respectively. Ms. Crowley became Senior Vice President and Chief Product Development in August 2016.

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on stock options and stock awards granted in 2025 to each of our Named Executive Officers.

  43. Grants of Plan-Based Awards

    | Name | Grant Date | 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) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Anthony S. Marucci | 6/5/25 | | | | | 300,000 | 19.53 | 4,027,590 | | Tibor Keler, Ph.D. | 6/5/25 | | | | | 93,000 | 19.53 | 1,248,553 | | Elizabeth Crowley | 6/5/25 | | | | | 85,000 | 19.53 | 1,141,151 | | Margo Heath-Chiozzi, M.D. | 6/5/25 | | | | | 82,000 | 19.53 | 1,100,875 | | Sam Martin | 6/5/25 | | | | | 81,000 | 19.53 | 1,087,449 |

  44. 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.

  45. 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, 2025.

  46. 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) | — | 300,000 | | 19.53 | 6/5/35 | | | | | | Anthony S. Marucci(1) | 112,500 | 187,500 | | 36.43 | 6/13/34 | | | | | | Anthony S. Marucci(1) | 156,250 | 93,750 | | 36.87 | 6/15/33 | | | | | | Anthony S. Marucci(1) | 218,750 | 31,250 | | 22.48 | 6/16/32 | | | | | | Anthony S. Marucci | 224,000 | — | | 28.00 | 6/17/31 | | | | | | Anthony S. Marucci | 245,000 | — | | 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 | | | | | | Tibor Keler, Ph.D.(1) | — | 93,000 | | 19.53 | 6/5/35 | | | | | | Tibor Keler, Ph.D.(1) | 34,875 | 58,125 | | 36.43 | 6/13/34 | | | | | | Tibor Keler, Ph.D.(1) | 57,500 | 34,500 | | 36.87 | 6/15/33 | | | | | | Tibor Keler, Ph.D.(1) | 79,625 | 11,375 | | 22.48 | 6/16/32 | | | | | | Tibor Keler, Ph.D. | 91,000 | — | | 28.00 | 6/17/31 | | | | | | Tibor Keler, Ph.D. | 108,000 | — | | 10.38 | 6/18/30 | | | | |

  47. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying UnexercisedOptions (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying UnexercisedUnearned Options (#) | Option ExercisePrice ($) | Option ExpirationDate | Number ofShares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number ofUnearned 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 | 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 | | | | | | Tibor Keler, Ph.D. | 10,799 | — | | 70.80 | 6/8/26 | | | | | | Elizabeth Crowley(1) | — | 85,000 | | 19.53 | 6/5/35 | | | | | | Elizabeth Crowley(1) | 31,875 | 53,125 | | 36.43 | 6/13/34 | | | | | | Elizabeth Crowley(1) | 50,000 | 30,000 | | 36.87 | 6/15/33 | | | | | | Elizabeth Crowley(1) | 67,375 | 9,625 | | 22.48 | 6/16/32 | | | | | | Elizabeth Crowley | 58,000 | — | | 28.00 | 6/17/31 | | | | | | Elizabeth Crowley | 46,500 | — | | 10.38 | 6/18/30 | | | | | | Elizabeth Crowley | 5,466 | — | | 34.80 | 6/15/27 | | | | | | Elizabeth Crowley | 5,399 | — | | 70.80 | 6/8/26 | | | | | | Margo Heath-Chiozzi, M.D(1) | — | 82,000 | | 19.53 | 6/5/35 | | | | | | Margo Heath-Chiozzi, M.D(1) | 30,750 | 51,250 | | 36.43 | 6/13/34 | | | | | | Margo Heath-Chiozzi, M.D(1) | 50,000 | 30,000 | | 36.87 | 6/15/33 | | | | | | Margo Heath-Chiozzi, M.D(1) | 67,375 | 9,625 | | 22.48 | 6/16/32 | | | | | | Margo Heath-Chiozzi, M.D | 62,500 | — | | 28.00 | 6/17/31 | | | | | | Margo Heath-Chiozzi, M.D | 23,023 | — | | 10.38 | 6/18/30 | | | | | | Margo Heath-Chiozzi, M.D | 12,732 | — | | 2.78 | 6/19/29 | | | | | | Margo Heath-Chiozzi, M.D | 5,000 | — | | 45.15 | 10/3/27 | | | | | | Sam Martin(1) | — | 81,000 | | 19.53 | 6/5/35 | | | | | | Sam Martin(1) | 30,375 | 50,625 | | 36.43 | 6/13/34 | | | | | | Sam Martin(1) | 50,000 | 30,000 | | 36.87 | 6/15/33 | | | | | | Sam Martin(1) | 74,375 | 10,625 | | 22.48 | 6/16/32 | | | | | | Sam Martin | 85,000 | — | | 28.00 | 6/17/31 | | | | | | Sam Martin | 63,632 | — | | 10.38 | 6/18/30 | | | | | | Sam Martin | 4,332 | — | | 34.80 | 6/15/27 | | | | | | Sam Martin | 1,399 | — | | 70.80 | 6/8/26 | | | | |

  48. 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.

  49. 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 2025 and the number of shares of stock issued under the 2021 Incentive Plan and 2008 Plan that vested in fiscal 2025 and the corresponding amounts realized by our Named Executive Officers.

  50. 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. | — | — | — | — | | Elizabeth Crowley | — | — | — | — | | Margo Heath-Chiozzi, M.D. | — | — | — | — | | Sam Martin | — | — | — | — |

  51. Option Exercises and Stock Vested

    (1) 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.

  52. Employment Agreements

    Employment Agreements The terms and conditions of the employment agreements of Mr. Marucci, Dr. Keler, Ms. Crowley, Dr. Heath-Chiozzi and Mr. Martin are governed by written employment contracts which became effective on December 8, 2025. The employment agreements provide, among other things, for: • current annual base salary ($822,000 in the case of Mr. Marucci, $574,276 in the case of Dr. Keler, $498,000 in the case of Ms. Crowley, $501,000 in the case of Dr. Heath-Chiozzi and $529,000 in the case of Mr. Martin) 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 (65% of base salary in the case of Mr. Marucci, 53% of base salary in the case of Dr. Keler and 45% of base salary in the case of Ms. Crowley, Dr. Heath-Chiozzi and Mr. Martin); • 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, Dr. Keler and Ms. Crowley); 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). Payment of cash severance and certain supplemental benefits is conditioned upon the executive executing and delivering to us a release within 55 days of termination of employment. The employment arrangements are also conditioned upon each executive entering into an employee non-disclosure invention assignment agreement which includes confidentiality, assignment of inventions, non-competition, non-solicitation and non-disparagement restrictions. The assignment of inventions provision applies to inventions created while employed. The confidentiality and non-disparagement provisions apply during and after employment. The non-competition and non-solicitation provisions apply during employment and for 12 months thereafter, except do not apply in case of a termination without cause or for good reason within one year following a change in control. Waiver of a breach by the executive of the employee non-disclosure invention assignment agreement would require our written agreement. The employment agreements had an initial term through December 31, 2026 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.

  53. Pension Benefits

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

  54. 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.

  55. 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. Payment of cash severance and certain supplemental benefits is conditioned upon the Named Executive Officer executing and delivering to us a release within 55 days of termination of employment. The employment arrangements are also conditioned upon each Named Executive Officer entering into an employee non-disclosure invention assignment agreement which includes confidentiality, assignment of inventions, non-competition, non-solicitation and non-disparagement restrictions. The assignment of inventions provision applies to inventions created while employed. The confidentiality and non-disparagement provisions apply during and after employment. The non-competition and non-solicitation provisions apply during employment and for 12 months thereafter, except do not apply in case of a termination without cause or for good reason within one year following a change in control. Waiver of a breach by the executive of the employee non-disclosure invention assignment agreement would require our written agreement. 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, 2025.

  56. 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 | $— | $1,644,000 | $1,644,000 | $— | $1,644,000 | | Bonus | — | — | — | — | 1,108,000 | | Equity Awards Acceleration(3) | — | 608,813 | 608,813 | — | 2,435,250 | | Continuation of Health Benefits | — | 62,406 | 62,406 | — | 62,406 | | Total | $— | $2,315,219 | $2,315,219 | $— | $5,249,656 | | Tibor Keler, Ph.D. | | | | | | | Base Salary | $— | $574,276 | $574,276 | $— | $1,148,552 | | Bonus | — | — | — | — | 456,549 | | Equity Awards Acceleration(3) | — | 190,707 | 190,707 | — | 762,825 | | Continuation of Health Benefits | — | 45,648 | 45,648 | — | 45,648 | | Total | $— | $810,631 | $810,631 | $— | $2,413,574 | | Elizabeth Crowley | | | | | | | Base Salary | $— | $498,000 | $498,000 | $— | $996,000 | | Bonus | — | — | — | — | 390,000 | | Equity Awards Acceleration(3) | — | 173,399 | 173,399 | — | 693,595 | | Continuation of Health Benefits | — | — | — | — | — | | Total | $— | $671,399 | $671,399 | $— | $2,079,595 | | Margo Heath-Chiozzi, M.D | | | | | | | Base Salary | $— | $501,000 | $501,000 | $— | $1,002,000 | | Bonus | — | — | — | — | 342,051 | | Equity Awards Acceleration(3) | — | — | — | — | 670,705 | | Continuation of Health Benefits | — | 45,648 | 45,648 | — | 45,648 | | Total | $— | $546,648 | $546,648 | $— | $2,060,404 | | Sam Martin | | | | | | | Base Salary | $— | $529,000 | $529,000 | $— | $1,058,000 | | Bonus | — | — | — | — | 357,075 | | Equity Awards Acceleration(3) | — | — | — | — | 667,755 | | Continuation of Health Benefits | — | 62,406 | 62,406 | — | 62,406 | | Total | $— | $591,406 | $591,406 | $— | $2,145,236 |

  57. 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, Dr. Keler and Ms. Crowley). (2) 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) and continuation of certain employee benefits. (3) The exercise price of each unvested option outstanding was greater than $27.16 per share (the closing price on the last trading day of our 2025 fiscal year).

  58. 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, 2025 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.

  59. 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) | 9,134,278(3) | $26.49 | 2,753,587(4) |

  60. 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, 2025, of which 2,624,836 shares are available for grants in the form of restricted stock, deferred stock, performance shares or unrestricted stock under the 2021 Incentive Plan.

  61. 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 2025, the principal Executive Officer of Celldex was our Chief Executive Officer, Anthony S. Marucci. For 2025, 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 $5,366,709, and for our median employee was $235,733, resulting in an estimated pay ratio of 23 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, 2024 (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 2024 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 2024, and (C) the estimated accounting value of any equity awards granted during 2024, 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 2025 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 2024. 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.

  62. 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.

  63. 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) | | 2025 | $5,366,709 | $4,834,841 | $1,912,099 | $1,728,087 | $155 | $201 | $(258,757) | $518,573 | | 2024 | $9,229,165 | $75,804 | $2,979,068 | $98,029 | $144 | $156 | $(157,863) | $725,281 | | 2023 | $8,361,844 | $3,737,921 | $3,067,602 | $1,456,996 | $226 | $144 | $(141,429) | $423,598 | | 2022 | $5,401,283 | $10,096,324 | $2,055,757 | $3,596,459 | $254 | $139 | $(112,325) | $304,952 | | 2021 | $6,045,894 | $13,902,770 | $2,390,179 | $5,115,872 | $221 | $124 | $(70,511) | $408,250 |

  64. Pay Versus Performance Table

    (1) As reflected elsewhere herein, our Non-PEO NEOs for 2025 and 2024 were Tibor Keler, Ph.D., Sam Martin, Margo-Heath Chiozzi, M.D. and Elizabeth Crowley. Our Non-PEO NEOs for 2023 and 2022 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. (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.

  65. Pay Versus Performance Table

    | | Adjustments | | | | | | | PEO | 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 | | 2025 | $5,366,709 | (4,027,590) | 5,348,700 | (803,438) | (1,049,540) | $4,834,841 | | 2024 | $9,229,165 | (7,903,800) | 4,626,300 | (4,593,339) | (1,282,522) | $75,804 | | 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 | | Average Non-PEO NEOs | | | | | | | | 2025 | $1,912,099 | (1,144,507) | 1,519,922 | (237,224) | (322,203) | $1,728,087 | | 2024 | $2,979,068 | (2,245,997) | 1,314,640 | (1,521,453) | (428,229) | $98,029 | | 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 |

  66. 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. (3) 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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.

  67. Relationship between Compensation Actually Paid and TSR

    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.

  68. Relationship between Compensation Actually Paid and Net Loss

    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.

  69. Relationship between Compensation Actually Paid and Year-End Cash & Investment Balance

    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.

  70. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We have an Equity Award Grant Policy pursuant to which we may grant equity awards, including stock options, to our employees, including the named executive officers, and our non-employee directors. It is our policy that we shall not backdate any equity grant, or manipulate the timing of the public release of material information or of any equity award with the intent of benefiting a grantee under an equity award. We generally grant stock options only on a regularly scheduled basis. Pursuant to our Equity Award Grant Policy, we grant new-hire equity awards, which may include stock options, as of the date of the new hire’s employment start date or date of promotion. In addition, we make annual equity awards, which have historically been in the form of stock options, to our employees, including our named executive officers, on an annual basis on the date of our annual meeting of stockholders. Our non-employee directors receive grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, regardless of whether or not we then have material non-public information (“MNPI”), as further described under the heading “Director Compensation” below. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. The following table sets forth information relating to the grant of stock options close in time to the filing of certain SEC reports.

  71. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/Sh) | Grant date fair value of the award(1) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information(2) | | (a) | (b) | (c) | (d) | (e) | (f) | | Anthony S. Marucci | 6/5/2025 | 300,000 | $19.53 | $13.43 | 6.0% increase | | Tibor Keler, Ph.D. | 6/5/2025 | 93,000 | $19.53 | $13.43 | 6.0% increase | | Elizabeth Crowley | 6/5/2025 | 85,000 | $19.53 | $13.43 | 6.0% increase | | Margo Heath-Chiozzi, M.D | 6/5/2025 | 82,000 | $19.53 | $13.43 | 6.0% increase | | Sam Martin | 6/5/2025 | 81,000 | $19.53 | $13.43 | 6.0% increase |

  72. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    (1) Amounts reflect the grant date fair value of each option award granted, calculated in accordance with ASC 718. (2) Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the filing of the Company’s Current Report on Form 8-K announcing the results of the 2025 Annual Meeting (the “Annual Meeting 8-K”) and the trading day beginning immediately following the date of the filing of the Annual Meeting 8-K.

  73. Director Compensation

    Director Compensation Effective June 2024, Directors who are not our employees are each entitled to receive a retainer fee of $48,000 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, Nominating and Corporate Governance Committee and Science and Commercialization Committee of the Board of Directors is entitled to receive an annual retainer fee of $20,000, $15,000, $10,000 and $10,000, respectively, in addition to his or her Annual Retainer. Each committee member of the Audit Committee, Compensation and Organization Development Committee, Nominating and Corporate Governance Committee and Science and Commercialization Committee (other than the Chairperson of a committee) will receive an annual retainer of $10,000, $7,500, $5,000 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 2024, Directors who are not our employees are each entitled to receive the lesser of 16,500 options or the number of options subject to the existing Director annual compensation limit of $750,000 and, for new directors, the lesser of 33,000 options or the number of options subject to the existing Director compensation limit of $1,200,000. In June 2025, all non-employee directors received an annual stock option grant to purchase 16,500 shares of the Company’s common stock following the 2025 Annual Meeting of Stockholders, except Ms. Torres who received a stock option grant to purchase 33,000 shares. The following table summarizes the annual compensation for our non-employee directors during 2025.

  74. 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 ($) | Total ($) | | Harry H. Penner, Jr. | 75,422 | — | 221,517 | — | — | — | 296,939 | | Keith L. Brownlie | 67,922 | — | 221,517 | — | — | — | 289,439 | | Cheryl L. Cohen | 60,431 | — | 221,517 | — | — | — | 281,948 | | Herbert J. Conrad | 57,934 | — | 221,517 | — | — | — | 279,451 | | Rita I. Jain, M.D. | 57,934 | — | 221,517 | — | — | — | 279,451 | | James J. Marino | 72,917 | — | 221,517 | — | — | — | 294,434 | | Garry A. Neil, M.D. | 62,928 | — | 221,517 | — | — | — | 284,445 | | Denice Torres | 37,416 | — | 443,035 | — | — | — | 480,451 |

  75. Director Compensation

    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 2025 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, 2025, our non-employee directors had the following stock options outstanding: Harry H. Penner, Jr. — 91,866, Keith L. Brownlie — 91,399, Cheryl L. Cohen — 71,500, Herbert J. Conrad — 91,866, Rita, I. Jain, M.D. — 50,100, James J. Marino — 91,399, Garry A. Neil, M.D. — 71,500, and Denice Torres — 33,000. 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, 2025. 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.

  76. 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 March 12, 2026, our Board approved an amendment to increase in the number of shares available for issuance thereunder by 3,400,000 shares and to clarify the tax withholding provisions applicable to awards under the 2021 Incentive Plan, and directed that the amendment be submitted to the shareholders for approval at the Annual Meeting. 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 2021 Incentive Plan is needed in order to make awards to expected new hires as a result of the Company planning for commercialization. Our Board also believes that amending the tax withholding provisions of the 2021 Incentive Plan will provide the Company and participants with greater flexibility and certainty in the methods available to satisfy tax withholding obligations arising in connection with awards under the 2021 Incentive Plan. 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. We also believe that amending the tax withholding provisions of the 2021 Incentive Plan is in the best interests of the Company and its participants. The amendment expands the scope of the tax withholding provision and provides greater clarity and certainty for both the Company and participants regarding the mechanics of tax withholding in connection with equity awards. In particular, the amended tax withholding provision expressly authorizes the Compensation Committee of our Board (the “Committee”) to use multiple methods to satisfy tax withholding obligations, including net share issuance. 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, the Company will continue to operate the 2021 Incentive Plan under its current provisions.

  77. Description of the 2021 Incentive Plan

    Description of the 2021 Incentive Plan The following description of the material terms of the 2021 Incentive Plan is intended to be a summary only. This summary is qualified in its entirety by the full text of the 2021 Incentive 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, June 13, 2024 and June 5, 2025. Administration. The 2021 Incentive Plan is administered by the Committee. However, the entire Board may act in lieu of the Committee on any matter. 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 stock appreciation rights (“SARs”) cannot be repriced and (ii) options and SARs cannot be cancelled in exchange for cash or another award, 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, 2026, the Company and its subsidiaries had a total of 205 employees, including 17 officers and 10 executive officers (who are not included in the number of officers) and eight non-employee directors. Our subsidiary does not have 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, 2026, 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) 9,500,000 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 2,680,069 shares remain available for issuance as of March 31, 2026. 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. 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 2021 Incentive Plan to any non-employee director during any calendar year shall not exceed $750,000 (inclusive of any cash awards to a non-employee director for such year that are not made pursuant to the 2021 Incentive Plan); provided that in the case of a new non-employee director, such amount shall be increased to $1,200,000 for the initial year of the non-employee director’s term. 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 20, 2026, the closing sale price of a share of common stock on Nasdaq was $34.38.

  78. Description of the 2021 Incentive Plan

    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. 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 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.

  79. 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.

  80. 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.

  81. Options granted under the 2021 Incentive Plan as of March 31, 2026

    Options granted under the 2021 Incentive Plan as of March 31, 2026 Since the adoption of the 2021 Incentive Plan through March 31, 2026 we have granted the following stock options under the 2021 Incentive 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 Incentive Plan.

  82. Options granted under the 2021 Incentive Plan as of March 31, 2026

    | Name and Position | Number of Shares Subject to Stock Options | | Named Executive Officers | | | Anthony S. Marucci President and Chief Executive Officer | 1,324,000 | | Tibor Keler, Ph.D. Executive Vice President and Chief Scientific Officer | 460,000 | | Elizabeth Crowley Senior Vice President, Chief Product Development Officer | 385,000 | | Margo Heath-Chiozzi, M.D. Senior Vice President, Regulatory Affairs | 383,500 | | Sam Martin Senior Vice President and Chief Financial Officer | 412,000 | | All current executive officers, as a group | 4,252,000 | | All current directors who are not executive officers, as a group | 505,700 | | Each Nominee for Election as a Director | | | Anthony S. Marucci | 1,324,000 | | Keith L. Brownlie | 69,900 | | Cheryl L. Cohen | 71,500 | | Herbert J. Conrad | 69,900 | | Rita I. Jain, M.D. | 50,100 | | James J. Marino | 69,900 | | Garry A. Neil, M.D. | 71,500 | | Harry H. Penner, Jr. | 69,900 | | Denice Torres | 33,000 | | All employees who are not executive officers, as a group | 3,041,225 |

  83. Options granted under the 2021 Incentive Plan as of March 31, 2026

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT TO THE 2021 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE 2021 INCENTIVE PLAN BY 3,400,000, FROM 9,500,000 PLUS THE UNUSED SHARES OF COMMON STOCK RESERVED UNDER THE 2008 INCENTIVE PLAN, TO 12,900,000 PLUS THE UNUSED SHARES OF COMMON STOCK RESERVED UNDER THE 2008 INCENTIVE PLAN, AND TO CLARIFY THE TAX WITHHOLDING PROVISIONS APPLICABLE TO AWARDS UNDER THE 2021 INCENTIVE PLAN. Proposal 4: Advisory Vote on Executive Compensation

  84. Amendment No. 4 to Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan

    Amendment No. 4 to Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan

  85. Recitals

    Recitals 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 3,400,000 shares in the manner hereinafter provided subject to approval by the Company’s stockholders. 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) 12,900,000 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 Tax Withholding Provision. Section 16.5 of the Plan is amended and restated in its entirety as follows: 16.5 Tax Withholding. The Company may require, as a condition to the grant, vesting, settlement, or delivery of any Award, the satisfaction of applicable federal, state, local, and foreign tax withholding obligations. To satisfy such obligations, the Committee is authorized, in its discretion and subject to applicable law, to (i) require cash payments by the Participant, (ii) withhold from any amounts otherwise payable in cash to the Participant, (iii) withhold a number of whole shares otherwise issuable with respect to the Award having an aggregate fair market value equal to the amount of such obligations, (iv) accept delivery by the Participant to the Company of shares having an aggregate fair market value equal to the amount of such obligations, and/or (v) facilitate a sale of shares issued upon settlement to generate proceeds sufficient to satisfy such obligations. Notwithstanding the foregoing, the number of shares withheld pursuant to clause (iii) shall not exceed such number as is necessary to satisfy the maximum statutory tax rates (or such lower rate as may be necessary to avoid adverse accounting treatment) in the Participant’s applicable jurisdictions. Shares withheld or delivered to the Company pursuant to this section shall not again be available for issuance under the Plan. For purposes of withholding, fair market value shall be determined pursuant to the Company’s consistently applied valuation method for tax withholding. 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 aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 24, 2026. 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/CLDX2026You 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 24, 2026. 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:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY R2.09.05.0101 _ 0000706278 TheBoard of Directors recommends you vote FORthefollowing:1.Election of DirectorsNomineesForAgainstAbstain1a.Harry H. Penner, Jr.000TheBoard of Directors recommends you vote FORproposals 2 through 4.1b.Anthony S. Marucci0002.To ratify the appointment ofPricewaterhouseCoopers LLP as our independentregistered public accounting firm for the year1c.Keith L. Brownlie000ending December 31, 2026.1d.Cheryl L. Cohen0003.To approve an amendment to our 2021 OmnibusEquity Incentive Plan, including an increase inthe number of the shares reserved for issuance1e.Herbert J. Conrad000thereunder by 3,400,000 shares to 12,900,000shares and a clarification regarding the taxwithholding provisions applicable to awards1f.Rita I. Jain, M.D.000under the 2021 Incentive Plan.1g.James J. Marino0004.To approve, on an advisory basis, thecompensation of the Company's Named Executive1h.Garry A. Neil, M.D.000Officers as disclosed in the Proxy Statement.1i.Denice Torres000NOTE: In their discretion, upon such other businessas may properly come before the annual meeting oranyadjournment or postponement.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ForAgainst Abstain00 000 000 0 Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date 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.comCELLDEX THERAPEUTICS, INC.Annual Meeting of StockholdersJune 25, 2026 9:00 a.m. Eastern TimeThis 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 27, 2026 at the Annual Meeting of Stockholders to be held virtually via the Internet at www.virtualshareholdermeeting.com/CLDX2026, on June 25, 2026 at 9:00 a.m. Eastern 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.R2.09.05.0102 _ 0000706278Continued and to be signed on reverse side