CELLDEX THERAPEUTICS INC (CLDX)
Sector: Health Care
2026 Annual Meeting Analysis
CELLDEX THERAPEUTICS INC · Meeting: June 25, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Penner has served as Board Chair since 1997, giving him full overlap with the 3-year underperformance period during which Celldex's stock declined 6.4% while the peer group median rose 31.7% — a gap of 38.1 percentage points, well above the 20-point trigger for negative absolute TSR; the 5-year record also shows sustained underperformance, so no mitigant applies.
As CEO and director since 2008, Mr. Marucci has full overlap with the underperformance period; Celldex's stock fell 6.4% over three years while peer companies gained 31.7% on average — a gap of 38.1 percentage points exceeding the policy threshold — and the 5-year record likewise underperforms, so the AGAINST vote stands without the 5-year mitigant; this vote is based solely on the TSR trigger and is independent of the Say on Pay evaluation.
Mr. Brownlie joined in June 2017, giving him full overlap with the 3-year underperformance window; with a 38.1-percentage-point gap versus peer companies and a stock price that fell while peers rose, the policy trigger applies, and the 5-year record does not provide relief.
Ms. Cohen joined in June 2022, meaning her full tenure coincides with the 3-year measurement period in which Celldex underperformed its peer group by 38.1 percentage points; the 5-year data likewise shows underperformance beyond the threshold, so no mitigant applies.
Mr. Conrad has served since March 2008, providing full overlap with the underperformance period; the 38.1-percentage-point 3-year gap versus peers and the confirmed 5-year underperformance mean the policy's AGAINST trigger applies without mitigation.
Dr. Jain triggers two separate policy concerns: she sits on 4 public company boards (Celldex, AnaptysBio, Avalo Therapeutics, and SAB Biotherapeutics), which meets the overboarding threshold of 4 or more seats; additionally, she joined in February 2023 and her tenure substantially overlaps with the 3-year underperformance period during which Celldex trailed its peers by 38.1 percentage points, and the 5-year record provides no relief.
Mr. Marino has served since March 2017, giving him full overlap with the underperformance period; Celldex's 38.1-percentage-point shortfall versus peers over three years, combined with a continued 5-year gap, means the AGAINST trigger applies with no mitigant.
Dr. Neil joined in June 2022, meaning his tenure fully overlaps with the 3-year underperformance window; the peer group gap of 38.1 percentage points exceeds the threshold, and the 5-year comparison likewise shows underperformance, so no mitigant is available.
For Analysis
Ms. Torres joined in June 2025, which is within the 24-month new-director exemption period under the policy, so the TSR underperformance trigger does not apply to her; no other disqualifying concerns (overboarding, attendance, independence, or family relationship issues) are present.
Eight of nine director nominees are voted AGAINST primarily because Celldex's stock declined 6.4% over the past three years while the peer group median rose 31.7% — a gap of 38.1 percentage points that exceeds the 20-point policy threshold for companies with negative absolute TSR — and the 5-year record provides no relief; Dr. Jain receives an additional AGAINST for holding 4 public board seats, meeting the overboarding threshold; only Denice Torres, who joined in June 2025 and is exempt as a new director, receives a FOR.
Say on Pay
✓ FORCEO
Anthony S. Marucci
Total Comp
$5,366,709
Prior Support
99%%
The CEO's total compensation of approximately $5.4 million is within a reasonable range for a CEO of a $2.5 billion biotech company preparing for commercial-stage operations, and the prior Say on Pay vote received overwhelming 99% support indicating broad shareholder satisfaction; the compensation structure is heavily weighted toward stock options (roughly 75% of total pay) which are inherently performance-linked since they only have value if the stock price rises, meeting the pay-mix requirement; while CLDX has underperformed the peer group on TSR, the company achieved 100% of its stated 2025 corporate goals including completing enrollment in major Phase 3 trials ahead of schedule and maintaining a strong cash position, providing reasonable justification for the bonus payouts made at target.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the specific fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated; PricewaterhouseCoopers is a Big 4 firm fully appropriate for a $2.5 billion market cap company; no disclosed tenure of 25 years or more and no material restatements are noted, so the default FOR vote applies.
Overall Assessment
This ballot presents a mixed picture: the Say on Pay vote earns support given reasonable CEO pay levels and strong prior shareholder approval, but eight of nine director nominees are voted AGAINST due to sustained stock underperformance versus peers over both 3- and 5-year periods, with only the newest director (Torres, June 2025) exempt from the TSR trigger; the auditor ratification earns a default FOR, while the equity plan amendment is not evaluated under current policy.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing