Anthony Marucci
Celldex TherapeuticsAbout Anthony Marucci
Founder, President & CEO of Celldex Therapeutics since September 2008; Director since December 2008. Age 63; MBA from Columbia University and Master of Health Law (M.H.L.) from Brown University . Pay-versus-performance disclosure shows strong TSR over 2019–2024, with $100 invested in CLDX reaching $1,133 by year-end 2024; peer group (NASDAQ Pharmaceutical Subsector) reached $173, while Celldex reported net loss of $157.9 million and year-end cash & investments of $725.3 million in 2024 . Board leadership separates Chair (independent) and CEO roles; only Marucci is non-independent on a nine-member board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medarex (now part of Bristol-Myers Squibb) | Treasurer; senior financial positions | Treasurer: Dec 1998–Mar 2004; senior roles: Dec 1998–Mar 2003 | Treasury and finance leadership during biotech growth phase |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genenta Science S.p.A. | Director | May 2021–Apr 2024 | External board exposure in oncology/biotech |
| BioNJ | Board of Trustees | Not specified | Industry advocacy and network effects in NJ biotech ecosystem |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $693,479 | $721,218 | $751,766 |
| Target Bonus (% of Base) | 60% | 60% | 60% |
| Actual Bonus Paid ($) | $424,886 | $530,000 | $554,000 |
| Option Awards Grant-Date FV ($) | $4,262,250 | $7,092,975 | $7,903,800 |
| All Other Compensation ($) | $20,668 | $17,651 | $19,599 |
| Total Compensation ($) | $5,401,283 | $8,361,844 | $9,229,165 |
Additional salary progression (Committee adjustments mid-2024):
- Base salary increased to $769,611 as of Dec 31, 2024 (+4.5% vs. 2023) .
- Perquisites: annual premium for a $1,000,000 term life insurance policy ($2,550) and personal use of a company car ($5,531 in 2024) .
Performance Compensation
Annual Incentive Design and 2024 Outcomes
| Metric | Weighting | 2024 Achievement | Payout Factor |
|---|---|---|---|
| Pipeline Development (barzolvolimab and bispecifics) | 65% | 78% | 120% of target overall |
| Business & Financial Operations (funding, DEIB) | 35% | 42% | 120% of target overall |
Key program highlights used by the Committee:
- Phase 3 CSU program initiated globally; multiple positive Phase 2 datasets in CSU and CIndU; ongoing Phase 2 programs in EOE, PN, AD .
- Bispecific platform advancement; CDX-622 Phase 1 initiated .
- Raised $432 million net in March 2024; year-end cash, equivalents, and marketable securities $725 million .
2024 bonus payout approved for CEO: $554,000 (120% of target) .
Equity Awards (Long-Term Incentives)
| Grant Date | Instrument | Shares | Exercise Price | FV ($) | Vesting |
|---|---|---|---|---|---|
| 6/13/2024 | Stock Options | 300,000 | $36.43/sh | $7,903,800 | 25% at 1-year; remainder vests quarterly over 12 quarters |
Outstanding options at FY 2024 year-end (selected):
- 300,000 unexercisable @ $36.43 (exp. 6/13/2034) .
- 156,250 unexercisable and 93,750 exercisable @ $36.87 (exp. 6/15/2033) .
- 93,750 unexercisable and 156,250 exercisable @ $22.48 (exp. 6/16/2032) .
- Multiple older tranches exercisable (e.g., 245,000 @ $10.38; 31,665 @ $34.80; 31,665 @ $70.80; 18,666 @ $381.15) .
Option exercise activity in 2024: None for Marucci (no shares acquired on exercise) .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 910,552 |
| Ownership (% of common) | 1.4% |
| Anti-hedging/anti-pledging policy | Prohibits short sales, options, hedging, and pledging for employees and directors |
| Stock ownership guidelines | Officers required to meet thresholds; all officers achieved compliance by Jan 1, 2025 |
Notes:
- Company policy prohibits hedging and pledging, reducing leverage and forced-selling risks .
- Ownership guidelines achieved; enhances pay-for-performance alignment .
Employment Terms
| Scenario (as of 12/31/2024) | Base Salary Multiple | Bonus Component | Equity Acceleration | Health Benefits Continuation | Estimated Total |
|---|---|---|---|---|---|
| Voluntary resignation (no good reason) | — | — | — | — | $0 |
| Good reason resignation / termination without cause | 200% of base salary ($1,539,222) | — | 25% acceleration ($65,391) | $54,072 | $1,658,685 |
| Change-in-control + termination (double trigger) | 24× highest monthly base comp (equals $1,539,222) | 200% of highest one-year annual bonus ($1,108,000) | 100% acceleration ($261,563) | $54,072 | $2,962,857 |
Structure:
- Double-trigger CIC benefits; no payout absent termination (shareholder-friendly) .
- Without-cause (non-CIC) severance: 200% of base salary (CEO); 25% option acceleration (CEO, CSO, SVP PD) .
Other provisions:
- No pension benefits; no nonqualified deferred compensation .
- 401(k) match; group life and disability coverage; CEO perquisites noted above .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 in CLDX (TSR) | $786 | $1,733 | $1,999 | $1,778 | $1,133 |
| Peer Group $100 (NASDAQ Pharma Subsector) | $111 | $137 | $153 | $159 | $173 |
| Net Loss ($000s) | $(59,780) | $(70,511) | $(112,325) | $(141,429) | $(157,863) |
| Year-end Cash & Investments ($000s) | $194,422 | $408,250 | $304,952 | $423,598 | $725,281 |
Key 2024 pipeline accomplishments (drivers of bonus performance):
- Initiated global Phase 3 program in CSU; reported best-in-disease outcomes from Phase 2; advanced CIndU, EOE, PN, AD programs .
- Advanced bispecific platform; CDX-622 Phase 1 initiation .
Board Governance
- Role: CEO and Director; not a member of any board committees .
- Board independence: All directors except Marucci deemed independent under NASDAQ rules .
- Board leadership: Independent Chair; Chair and CEO roles separated .
- Attendance: Directors attended >75% of board and committee meetings; Board met five times in 2024 .
Director/committee structure (for governance context):
- Audit (Chair: Brownlie) met five times .
- Compensation & Organization Development (Chair: Marino) met seven times .
- Nominating & Corporate Governance (Chair: Conrad) met four times .
- Science & Regulatory (Chair: Neil) met five times .
Compensation Peer Group & Say-on-Pay
- Peer group targeted at 50th percentile for total executive compensation; selected late-stage/mid-cap biopharma peers including Apellis, CRISPR, BridgeBio, Cytokinetics, Vir, etc. .
- 2024 say-on-pay approval: ~98% of votes cast; committee maintained performance-based framework .
Investment Implications
- Alignment: Heavy use of stock options with four-year vesting and no 2024 option exercises by CEO indicate retention-oriented equity and low near-term selling pressure; anti-hedging/anti-pledging policy reduces leverage and forced-selling risk .
- Retention & CIC economics: Double-trigger CIC with 100% acceleration and 200% bonus multiplier supports continuity through strategic outcomes; non-CIC severance is sizable (200% base), suggesting moderate retention risk mitigation and potential recruitment/retention signaling .
- Ownership: CEO beneficially owns 1.4% of common stock and all officers met ownership guidelines as of Jan 1, 2025—positive skin-in-the-game signal; policy bars pledging and hedging, strengthening alignment .
- Performance drivers: 2024 cash balance bolstered by $432M raise, providing runway for late-stage programs; bonus metrics tied to pipeline progress and funding discipline align incentives to value creation milestones (Phase 3 readouts, potential commercialization prep) .
All data above is sourced from Celldex Therapeutics’ 2025 DEF 14A unless otherwise noted.