v3.25.1
Pay vs Performance Disclosure
pure in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, 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.
(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)
2024 $ 9,229,165 $ 75,804 $ 2,979,068 $ 98,029 $ 1,133 $ 173 $ (157,863) $ 725,281
2023 $ 8,361,844 $ 3,737,921 $ 3,067,602 $ 1,456,996 $ 1,778 $ 159 $ (141,429) $ 423,598
2022 $ 5,401,283 $ 10,096,324 $ 2,055,757 $ 3,596,459 $ 1,999 $ 153 $ (112,325) $ 304,952
2021 $ 6,045,894 $ 13,902,770 $ 2,390,179 $ 5,115,872 $ 1,733 $ 137 $ (70,511) $ 408,250
2020 $ 3,006,668 $ 6,390,027 $ 1,322,858 $ 2,705,672 $ 786 $ 111 $ (59,780) $ 194,422
(1)
As reflected elsewhere herein, our Non-PEO NEOs for 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. Our Non-PEO NEOs for 2020 were Tibor Keler, Ph.D., Elizabeth Crowley, Margo-Heath Chiozzi, M.D. and Sam Martin.
(2)
The following table outlines the adjustments made to the compensation earned by the Company’s PEO and other NEOs, as presented in the Summary Compensation Table, to derive the compensation actually paid to the Company’s PEO and other NEOs.
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
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
2020 $ 3,006,668 (1,950,788) 3,516,240 1,261,828 556,079 $ 6,390,027
Average Non-PEO NEOs
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
2020 $ 1,322,858 (759,613) 1,369,181 536,806 236,440 $ 2,705,672
(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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in our company and in the NASDAQ Pharmaceutical (Subsector) Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not indicative of future stock performance.
(4)
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.
       
Company Selected Measure Name Year-end cash & investment balance        
Named Executive Officers, Footnote
(1)
As reflected elsewhere herein, our Non-PEO NEOs for 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. Our Non-PEO NEOs for 2020 were Tibor Keler, Ph.D., Elizabeth Crowley, Margo-Heath Chiozzi, M.D. and Sam Martin.
       
Peer Group Issuers, Footnote
(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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in our company and in the NASDAQ Pharmaceutical (Subsector) Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not indicative of future stock performance.
       
PEO Total Compensation Amount $ 9,229,165 $ 8,361,844 $ 5,401,283 $ 6,045,894 $ 3,006,668
PEO Actually Paid Compensation Amount $ 75,804 3,737,921 10,096,324 13,902,770 6,390,027
Adjustment To PEO Compensation, Footnote
(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.
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
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
2020 $ 3,006,668 (1,950,788) 3,516,240 1,261,828 556,079 $ 6,390,027
Average Non-PEO NEOs
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
2020 $ 1,322,858 (759,613) 1,369,181 536,806 236,440 $ 2,705,672
(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.
       
Non-PEO NEO Average Total Compensation Amount $ 2,979,068 3,067,602 2,055,757 2,390,179 1,322,858
Non-PEO NEO Average Compensation Actually Paid Amount $ 98,029 1,456,996 3,596,459 5,115,872 2,705,672
Adjustment to Non-PEO NEO Compensation Footnote
(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.
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
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
2020 $ 3,006,668 (1,950,788) 3,516,240 1,261,828 556,079 $ 6,390,027
Average Non-PEO NEOs
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
2020 $ 1,322,858 (759,613) 1,369,181 536,806 236,440 $ 2,705,672
(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.
       
Compensation Actually Paid vs. Total Shareholder Return
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Compensation Actually Paid vs. Net Income
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Compensation Actually Paid vs. Company Selected Measure
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Tabular List, Table
The following table sets forth the sole financial performance measure we used to determine the compensation paid to our PEO and other NEOs.
Year-end cash and investment balance
       
Total Shareholder Return Amount $ 1,133 1,778 1,999 1,733 786
Peer Group Total Shareholder Return Amount 173 159 153 137 111
Net Income (Loss) $ (157,863,000) $ (141,429,000) $ (112,325,000) $ (70,511,000) $ (59,780,000)
Company Selected Measure Amount 725,281 423,598 304,952 408,250 194,422
PEO Name Anthony S. Marucci        
Measure:: 1          
Pay vs Performance Disclosure          
Name Year-end cash and investment balance        
Non-GAAP Measure Description
(4)
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.
       
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (7,903,800) $ (7,092,975) $ (4,262,250) $ (4,868,797) $ (1,950,788)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,626,300 7,152,250 9,362,250 6,697,600 3,516,240
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,593,339) (2,343,805) 1,051,936 3,863,005 1,261,828
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,282,522) (2,339,393) (1,456,895) 2,165,068 556,079
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,245,997) (2,354,868) (1,402,280) (1,744,290) (759,613)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,314,640 2,374,547 3,080,180 2,399,475 1,369,181
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,521,453) (796,800) 394,595 1,365,289 536,806
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (428,229) $ (833,485) $ (531,793) $ 705,219 $ 236,440