Cheryl Cohen
Celldex TherapeuticsAbout Cheryl L. Cohen
Independent director at Celldex Therapeutics since June 2022; age 59. Cohen is a biopharma commercial leader and currently President of CLC Consulting (since 2008). Previously Chief Commercial Officer at Medivation (led Xtandi launch) and Vice President, Rheumatology at Johnson & Johnson, with earlier roles at Solvay Pharmaceuticals. She holds a B.A. from Saint Joseph College. Public company boards since 2020 include ImmunityBio (current) and prior MEI Pharma and Ignyte Acquisition Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLC Consulting | President | 2008–present | New product start-ups and commercialization focus |
| Medivation, Inc. | Chief Commercial Officer | Aug 2011–Jul 2014 | Built commercial org; led Xtandi launch |
| Johnson & Johnson | Vice President, Rheumatology Franchise | n/a | Commercial leadership |
| Solvay Pharmaceuticals | Management and Sales | n/a | Commercial roles |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| ImmunityBio (formerly NantKwest) | Director | 2019–present | Current public directorship |
| MEI Pharma | Director | Apr 2020–Dec 2022 | Former public directorship |
| Ignyte Acquisition Corp. | Director | Jan 2021–Apr 2022 | Former SPAC directorship |
Board Governance
- Independence and attendance: All directors other than the CEO are independent; Board met 5 times in 2024 and each director attended at least 75% of Board and committee meetings. All directors attended the 2024 annual meeting. Cohen is therefore independent with ≥75% attendance.
- Committee assignments (2024):
- Compensation & Organization Development Committee: Member; 7 meetings; fully independent composition.
- Science & Regulatory Committee: Member; 5 meetings; fully independent composition.
- No committee chair roles held by Cohen.
Fixed Compensation
| Element | Policy/Rate | Cohen’s 2024 Cash Received |
|---|---|---|
| Annual cash retainer (non-employee directors) | $48,000 effective June 2024; paid quarterly [no meeting fees] | $58,340 for 2024 |
| Committee chair retainers | Audit $20,000; Comp & Org Dev $15,000; Nominating $10,000; Science & Regulatory $10,000 (in addition to base) | n/a (not a chair) |
| Committee member retainers | Audit $10,000; Comp & Org Dev $7,500; Nominating $5,000; Science & Regulatory $5,000 (in addition to base) | Included in $58,340 total |
| Meeting fees | None (no additional fees for attending Board/committee meetings) | None |
Performance Compensation
| Equity Element | Grant Mechanics | Cohen’s 2024 Grant | Valuation |
|---|---|---|---|
| Annual option grant (non-employee directors) | Lesser of 16,500 options or limit under $750,000 cap; granted after annual meeting; vesting in equal installments while serving on the Board | 16,500 options (June 2024) | Grant date fair value $434,709 (U.S. GAAP) |
| Vesting terms (general) | “An equal number of the shares of common stock shall become vested… so long as the director remains a member of the Board as of such date.” | Applies to director grants | See policy text |
Notes: Stipends/retainers are paid in advance quarterly; equity awards are options (no RSUs/PSUs disclosed for directors) and there are no meeting fees.
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Current public boards | ImmunityBio (since 2019) |
| Prior public boards | MEI Pharma (Apr 2020–Dec 2022); Ignyte Acquisition Corp. (Jan 2021–Apr 2022) |
| Compensation committee interlocks | None; Comp & Org Dev Committee members (Marino, Cohen, Penner) were not company officers; no interlocks existed. |
Expertise & Qualifications
- Commercial execution and product launches (CLC Consulting; Medivation Xtandi launch).
- Large-cap pharma operating experience (J&J Rheumatology; Solvay).
- Public company governance experience across multiple biopharma boards.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 29,434 shares | Entirely options exercisable within 60 days of Apr 5, 2025 (Rule 13d-3) |
| % of shares outstanding | <1% | Based on 66,384,191 shares outstanding as of Apr 5, 2025 |
| Options outstanding (director, as of 12/31/24) | 55,000 options | Total director options outstanding for Cohen |
| Hedging/pledging | Company policy prohibits short sales, options, and hedging/pledging by directors and employees | |
| Ownership guidelines (non-employee directors) | Minimum 3× annual retainer; assessed annually; deadline generally Jan 1, 2026; Cohen has until Jan 1, 2027 (appointed after Mar 2021) | |
| Guideline compliance status (board) | As of Jan 1, 2025, only Mr. Marino had achieved; others must meet by their deadlines (Cohen by 2027) |
Governance Assessment
- Strengths: Independent status, active committee roles (Compensation; Science & Regulatory), ≥75% attendance, anti-hedging/pledging policy, and strong 2024 Say-on-Pay support (~98%) indicating broad investor alignment on compensation philosophy.
- Alignment: Director pay uses a mix of cash retainer and annual option grant; ownership guidelines require 3× retainer, with Cohen’s compliance deadline January 1, 2027.
- Conflicts: No related-party transactions ≥$120,000 involving directors or immediate family members since Jan 1, 2024; Audit Committee reviews related-party matters. No compensation committee interlocks.
- Watch items: Cohen’s primary significant outside directorship is ImmunityBio (biotech). No customer/supplier or disclosed related-party ties to Celldex in the proxy, but industry overlap warrants routine monitoring of potential information flow risks; none disclosed.
Compensation Committee Analysis
- Composition: James J. Marino (Chair), Cheryl L. Cohen, Harry H. Penner Jr.; all independent; 7 meetings in 2024.
- Consultant: Aon’s Human Capital Solutions engaged as independent advisor for executive and non-employee director compensation; no other services provided in 2024; committee assessed Aon as independent with no conflicts under NASDAQ/SEC rules.
Director Compensation (Detail)
| Name | Fees Earned (Cash) | Option Awards (GAAP FV) | Total |
|---|---|---|---|
| Cheryl L. Cohen | $58,340 | $434,709 | $493,049 |
Director Compensation Policy (2024 updates)
| Item | Amount |
|---|---|
| Annual retainer (non-employee director) | $48,000 (effective June 2024) |
| Chair of Board | +$35,000 |
| Committee chair retainers | Audit $20,000; Comp $15,000; Nominating $10,000; Science & Regulatory $10,000 |
| Committee member retainers | Audit $10,000; Comp $7,500; Nominating $5,000; Science & Regulatory $5,000 |
| Annual option grant | 16,500 options (subject to caps) |
| Meeting fees | None |
Related-Party Transactions
- Policy requires avoidance of conflicts; Audit Committee reviews and approves related-party transactions (Item 404). Since January 1, 2024, no transactions >$120,000 involving directors, executive officers, ≥5% holders, or their immediate family members.
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay (NEO compensation) approved by approximately 98% of votes cast; committee maintained performance-based philosophy and continues to consider shareholder feedback.