On this page of StockholderLetter.com we present the latest annual shareholder letter from Celldex Therapeutics, Inc. — ticker symbol CLDX. Reading current and past CLDX letters to shareholders can bring important insights into the investment thesis.

 •  4/21/2025 Letter Continued (Full PDF)
 •  4/25/2023 CLDX Stockholder Letter
 •  4/25/2024 CLDX Stockholder Letter
 •  More "Biotechnology" Category Stockholder Letters
 •  CLDX Benford's Law Stock Score = 42

CLDX Shareholder/Stockholder Letter Transcript:

28AUG200910022691
Proxy Statement for 2025 Annual Meeting
2024 Annual Report on Form 10-K


Notice of Annual Meeting of Stockholders
Date and Time
Virtual Meeting
Record Date
June 5, 2025
This year   s meeting will be held online at:
virtualshareholdermeeting.com/CLDX2025
Only stockholders of record at the close
of business on April 9, 2025 are entitled
to receive notice of and to vote at the
Annual Meeting or any postponement or
adjournment thereof.
at
9:00 a.m.
Eastern Time
Proposals
Board Voting
Recommendation
Items of Business
Page
Reference
Elect nine directors to serve until the next Annual Meeting of
Stockholders and until their respective successors shall have
been duly elected and qualified;
FOR
6
Ratify the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the
year ending December 31, 2025;
FOR
52
Approve an amendment to our 2021 Omnibus Equity
Incentive Plan, including an increase in the number of the
shares reserved for issuance thereunder by 2,000,000 shares
to 9,500,000 shares;
FOR
54
Approve, on an advisory basis, the compensation of the
Company   s Named Executive Officers as disclosed in this
proxy statement; and
FOR
60
Address any other matters that may properly come before
the meeting.
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the live virtual meeting, we encourage you to vote as soon as possible in one of
the following ways:
BY MAIL
BY TELEPHONE
VIA INTERNET
AT THE VIRTUAL MEETING
Sign, date, and return your
proxy card in the enclosed
envelope
submit your proxy
by telephone
submit your proxy by
via the Internet
Attend the Annual Meeting online at
virtualshareholdermeeting.com/CLDX2025
By Order of the Board of Directors
April 24, 2025
Sam Martin
Hampton, NJ
Chief Financial Officer and Secretary

Table of Contents
About Us
1
About the Meeting
2
Proposal 1: Election of Directors
6
Nominees for Election
6
Director Nominees
7
Information Regarding the Board of
Directors and Corporate Governance
12
Independence of the Board of Directors
12
Board Leadership Structure
12
Role of the Board in Risk Oversight
13
Audit Committee
14
Compensation and Organization Development
Committee
14
Nominating and Corporate Governance
Committee
15
Science and Regulatory Committee
15
Director selection criteria
15
Board Diversity Matrix
Stockholder nominations for directorships
17
Stockholder Communications
17
Code of Business Conduct and Ethics
17
Corporate Governance Matters
18
Compliance Program
18
Stock Ownership Guidelines
18
Insider Trading Policy (including Anti-Hedging and
Anti-Pledging)
18
Pay Versus Performance Table
43
Director Compensation
46
Compensation and Organization Development
Committee Interlocks and Insider Participation
47
Risk Considerations
47
Stock Ownership Policy     Non-Employee
Directors
47
Report of The Audit Committee
48
Security Ownership of Certain Beneficial Owners
and Management
49
Transactions with Related Persons
51
Proposal 2: Ratification of Independent
Public Accounting Firm
52
Principal Accountant Fees and Services
52
Audit Fees
52
All Other Fees
52
Proposal 3: Approval of an Amendment
to the 2021 Omnibus Equity Incentive
Plan
54
General
54
Description of the 2021 Incentive Plan
54
Other Information
57
Material Federal Income Tax Consequences
57
Treatment of Options
57
Treatment of Stock Appreciation Rights
58
Treatment of Stock Awards
58
Section 409A
58
58
Restrictions on Resale
59
Environmental, Social and Governance
19
Potential Limitation on Company Deductions
Executive Officers
21
Tax Withholding
59
New Plan Benefits
59
Options outstanding under the 2021 Incentive
Plan as of March 31, 2025
59
Proposal 4: Advisory Vote on Executive
Compensation
60
Stockholder Proposals
61
Executive Compensation
26
Compensation Discussion and Analysis
26
Compensation And Organization Development
Committee Report
36
Summary Compensation Table
37
Grants of Plan-Based Awards
38
Outstanding Equity Awards at Fiscal Year-End
38
Option Exercises and Stock Vested
40
Pension Benefits
40
Nonqualified Deferred Compensation
40
Potential Payments Upon Termination of
Employment or Change in Control
41
Securities Authorized For Issuance Under Equity
Compensation Plans
42
CEO Pay Ratio
42
Submitting Proxy Proposals and Director
Nominations for the 2026 Annual Meeting
61
Where You Can Find Additional
Information
62
Other Matters
63
Annex A
64

About Us
About Us
Celldex is a clinical stage biotechnology company leading the science at the intersection of mast cell biology and the
development of transformative therapeutics for patients.
Our Pipeline
Our pipeline includes antibody-based therapeutics which have the ability to engage the human immune system and/or
directly affect critical pathways to improve the lives of patients with severe inflammatory, allergic and autoimmune and
other devastating diseases.
Program
Preclinical
INFLAMMATION
Phase 1
Phase 2
Phase 3
Chronic spontaneous urticaria (CSU) - EMBARQ-CSU1 and EMBARQ-CSU2
Barzolvolimab
(CDX-0159)
KIT Antagonist mAb
Chronic inducible urticaria (CIndU) ColdU & SD - planning Phase 3 program
Eosinophilic esophagitis (EoE)
Prurigo nodularis (PN)
Atopic dermatitis (AD)
BISPECIFIC PLATFORM - Next Generation Inflammatory Candidates
CDX-622
TSLP & SCF
Phase 1 HV study
Opportunities in allergic, inflammatory and fibrotic disorders;
POC in asthma planned
Barzolvolimab
Barzolvolimab is a humanized monoclonal antibody that
binds the receptor tyrosine kinase KIT with high
specificity and potently inhibits its activity. KIT is
expressed in a variety of cells, including mast cells, which
mediate inflammatory responses such as
hypersensitivity and allergic reactions. KIT signaling
controls the differentiation, tissue recruitment, survival
and activity of mast cells. In certain inflammatory
diseases, such as chronic urticaria, mast cell activation
plays a central role in the onset and progression of the
disease. Barzolvolimab is currently being studied in
chronic spontaneous urticaria (CSU), chronic inducible
urticaria (CIndU), prurigo nodularis (PN), eosinophilic
esophagitis (EOE) and atopic dermatitis (AD), with
additional indications planned for the future.
CDX-622
Targets two complementary pathways that drive
chronic inflammation, potently neutralizing the
alarmin thymic stromal lymphopoietin (TSLP) and
depleting mast cells via stem cell factor (SCF)
starvation. Combined neutralization of SCF and TSLP
with CDX-622 is expected to simultaneously reduce
tissue mast cells and inhibit Type 2 inflammatory
responses to potentially offer enhanced therapeutic
benefit in inflammatory and fibrotic disorders.
Our Science
Driven by our deep and longstanding experience developing antibody-based immunotherapies, Celldex   s proprietary
antibody programs and technologies are supported by robust in-house capabilities, enabling the optimized discovery and
development of innovative scientific programs.
Deep and longstanding
experience developing
antibody-based
immunotherapies
Proprietary antibody
programs using validated
technologies drive
innovation
Cutting edge science
with patient-focused
approach
Robust in-house
capabilities enable
optimized development
process
Celldex Therapeutics
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 4/21/2025 Letter Continued (Full PDF)