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.

 •  4/29/2026 Letter Continued (Full PDF)
 •  4/25/2023 CLDX Stockholder Letter
 •  4/25/2024 CLDX Stockholder Letter
 •  4/21/2025 CLDX Stockholder Letter
 •  More "Biotechnology" Category Stockholder Letters
 •  CLDX Benford's Law Stock Score = 71

CLDX Shareholder/Stockholder Letter Transcript:

28AUG200910022691
6 Annual Meeting
Proxy Statement for 2026
2025 Annual Report on Form 10-K


Notice of Annual Meeting of Stockholders
Date and Time
Virtual Meeting
Record Date
June 25, 2026
This year   s meeting will be held online at:
virtualshareholdermeeting.com/CLDX2026
Only stockholders of record at the close
of business on April 27, 2026 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
7
Ratify the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the
year ending December 31, 2026;
FOR
53
Approve an amendment to our 2021 Omnibus Equity
Incentive Plan, including an increase in the number of the
shares reserved for issuance thereunder by 3,400,000 shares
to 12,900,000 shares and a clarification regarding the tax
withholding provisions applicable to awards under the 2021
Incentive Plan;
FOR
55
Approve, on an advisory basis, the compensation of the
Company   s Named Executive Officers as disclosed in this
proxy statement; and
FOR
62
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/CLDX2026
By Order of the Board of Directors
May 4, 2026
Sam Martin
Hampton, NJ
Chief Financial Officer and Secretary

Table of Contents
About Us
2
About the Meeting
3
Proposal 1: Election of Directors
7
Nominees for Election
7
Director Nominees
8
Information Regarding the Board of
Directors and Corporate Governance
13
Independence of the Board of Directors
13
Board Leadership Structure
13
Role of the Board in Risk Oversight
14
Audit Committee
15
Compensation and Organization Development
Committee
15
Nominating and Corporate Governance
Committee
16
Science and Regulatory Committee
16
Director Selection Criteria
16
Stockholder Nominations for Directorships
17
Stockholder Communications
18
Code of Business Conduct and Ethics
18
Corporate Governance Matters
18
Compliance Program
19
Stock Ownership Guidelines
19
Insider Trading Policy (including Anti-Hedging and
Anti-Pledging)
19
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
Sustainability & Corporate Responsibility 20
Section 409A
60
Executive Officers
Potential Limitation on Company Deductions
60
Restrictions on Resale
60
Executive Compensation
25
26
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
Compensation Discussion and Analysis
26
Compensation And Organization Development
Committee Report
37
Summary Compensation Table
38
Grants of Plan-Based Awards
39
Outstanding Equity Awards at Fiscal Year-End
39
Option Exercises and Stock Vested
41
Pension Benefits
41
Nonqualified Deferred Compensation
42
Potential Payments Upon Termination of
Employment or Change in Control
42
Securities Authorized For Issuance Under Equity
Compensation Plans
Where You Can Find Additional
Information
64
43
CEO Pay Ratio
43
Other Matters
65
Annex A
66
Submitting Proxy Proposals and Director
Nominations for the 2027 Annual Meeting
63

About Us
About Us
Celldex is a clinical stage biotechnology company pioneering new horizons in immunology to deliver life-changing
therapies.
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 allergic, inflammatory and autoimmune
disorders.
Program
Preclinical
Phase 1
Phase 2
Phase 3
Chronic spontaneous urticaria (CSU) - EMBARQ-CSU1 and EMBARQ-CSU2
Barzolvolimab
(CDX-0159)
KIT Antagonist mAb
Cold Urticaria (ColdU)* - EMBARQ-ColdU and SD
Symptomatic Dermographism (SD)* - EMBARQ-ColdU and SD
Prurigo nodularis (PN)
Atopic dermatitis (AD)
CDX-622
TSLP & SCF
Opportunities in allergic,
inflammatory and fibrotic
disorders

Phase 1 HV study
Phase 1 Proof of Mechanism (Asthma)
ColdU and SD are subtypes under the global Phase 3 CIndU (Chronic Inducible Urticaria) program
Barzolvolimab
Barzolvolimab is a humanized monoclonal antibody with
a novel mechanism of action that targets mast cells by
binding with high specificity to a unique part of the KIT
receptor and potently inhibiting its activity. The KIT
receptor is abundantly expressed by mast cells and
critical for their function and survival. Mast cells are
drivers of inflammatory responses such as
hypersensitivity and allergic reactions and, in certain
inflammatory diseases, such as chronic urticarias, mast
cell activation plays a central role in the onset and
progression of the disease. Based on data from robust,
randomized, placebo controlled Phase 2 studies,
barzolvolimab has significant potential as a first-in-class
and best-in-disease treatment option for patients with
chronic spontaneous urticaria (CSU), cold urticaria
(ColdU) and symptomatic dermographism (SD).
Barzolvolimab is currently being studied in Phase 3
studies in CSU and ColdU/SD and Phase 2 studies in
prurigo nodularis (PN) and atopic dermatitis (AD), with
additional indications planned for the future.
CDX-622
CDX-622 is a bispecific antibody that targets two
complementary, clinically validated pathways that
drive chronic inflammation, potently neutralizing
the alarmin thymic stromal lymphopoietin (TSLP)
and depleting mast cells via stem cell factor (SCF)
starvation. SCF activation of the KIT receptor is
required for mast cell survival and plays a key role in
their activation, maturation and tissue recruitment.
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.
CDX-622 is currently being studied in a Phase 1
proof of mechanism study in adults with mild to
moderate asthma.
Celldex Therapeutics
|1

4/29/2026 Letter Continued (Full PDF)

 

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