Denice Torres
Celldex TherapeuticsAbout Denice Torres
Denice M. Torres (age 65) was elected as an independent director of Celldex Therapeutics on June 5, 2025. She is CEO of The Ignited Company (since 2017) and previously held senior roles at Johnson & Johnson, including Chief Strategy & Transformation Officer for the global Medical Devices business (2015–2017), President of McNeil Consumer Healthcare (2011–2015), and President of Janssen Neuroscience (2009–2011); earlier, she spent 14 years at Eli Lilly. She holds a B.S. (Ball State), J.D. (Indiana University), M.B.A. (University of Michigan), and an M.A. in the Study of Happiness (Centenary University), and has been recognized with J&J’s HONOR award (2016) and HBA’s Woman of the Year (2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ignited Company | Chief Executive Officer | 2017–present | Leadership advisory; founder |
| Johnson & Johnson – Global Medical Devices | Chief Strategy & Transformation Officer | 2015–2017 | Led transformation for ~$25B business; 50,000+ employees |
| Johnson & Johnson – McNeil Consumer Healthcare | President | 2011–2015 | Led recovery of OTC brands incl. Tylenol; manufacturing/quality/commercial transformation |
| Johnson & Johnson – Janssen Neuroscience | President | 2009–2011 | Business leadership |
| Johnson & Johnson | Various senior marketing roles | 2006–2009 | Commercial roles |
| Eli Lilly and Company | Various executive positions | 1990–2004 | Marketing and business unit leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 2seventybio (public) | Director | 2021–present | Current public company board |
| Glaukos (public) | Director | 2021–present | Current public company board |
| Karuna Therapeutics (public) | Director | 2020–2024 | Former public board |
| Surface Oncology (public) | Director | 2021–2023 | Former public board |
| bluebird bio (public) | Director | 2020–2021 | Former public board |
Board Governance
- Status and election: Elected to CLDX Board at the June 5, 2025 Annual Meeting; Denice received 54,104,937 votes “For” (top support among nominees). Following the meeting, the Board elected Harry H. Penner, Jr. as Chair. Committees for Ms. Torres were not specified in the filing; she was listed as “Nominee” with no pre-assigned committees in the proxy .
- Independence: CLDX states that, other than the CEO, all directors are independent under NASDAQ standards; the Board is majority independent .
- Attendance and engagement: In 2024, the Board met five times and each then-current director attended at least 75% of Board and assigned committee meetings (Ms. Torres was not yet on the Board in 2024) .
- Committee landscape (Board-wide):
- Audit (5 meetings in 2024): Chair Keith L. Brownlie; members James J. Marino, Harry H. Penner, Jr.; all independent; Brownlie designated financial expert .
- Compensation & Organization Development (7 meetings in 2024): Chair James J. Marino; members Cheryl L. Cohen, Harry H. Penner, Jr.; all independent .
- Nominating & Corporate Governance (4 meetings in 2024): Chair Herbert J. Conrad; members Rita I. Jain, M.D., Garry A. Neil, M.D.; all independent .
- Science & Regulatory (5 meetings in 2024): Chair Garry A. Neil, M.D.; members Cheryl L. Cohen, Rita I. Jain, M.D.; all independent .
Fixed Compensation (Non-Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $48,000 | Effective June 2024; paid quarterly in advance |
| Board Chair retainer (additional) | $35,000 | In addition to annual retainer and any committee retainers |
| Committee Chair retainers | Audit: $20,000; Compensation: $15,000; Nominating: $10,000; Science & Regulatory: $10,000 | Additional to annual retainer |
| Committee member retainers (non-chair) | Audit: $10,000; Compensation: $7,500; Nominating: $5,000; Science & Regulatory: $5,000 | Additional to annual retainer |
| Meeting fees | None | Reimbursement of reasonable expenses; no per‑meeting fees |
Notes: 2024 non-employee directors each received an option grant valued at $434,709 (GAAP grant-date fair value); cash fees varied by roles (e.g., Audit Chair higher). Ms. Torres was not a director in 2024; her compensation will follow program terms going forward .
Performance Compensation (Equity)
| Element | Program Term | Illustrative Grant Sizing | Vesting/Other |
|---|---|---|---|
| Annual option grant | Standard annual director grant | Lesser of 16,500 options or number within $750,000 annual director limit | Equal-number tranches vesting during service (time-vesting); remain on Board to vest |
| New director option grant | Initial equity upon joining Board | Lesser of 33,000 options or number within $1,200,000 new director limit | Time-vested in equal portions while serving on the Board |
Notes: Option-only program; no RSUs/PSUs disclosed for directors in 2024. Exercise prices are set at grant-date fair market value; no meeting fees; equity sized within plan limits approved by shareholders on June 5, 2025 .
Other Directorships & Interlocks
- Current public boards: 2seventybio and Glaukos .
- No related-party transactions: CLDX reports no related-party transactions since Jan 1, 2024 involving directors, officers, >5% holders or their immediate family members (≥$120,000), other than standard compensation .
- Policy oversight: Audit Committee reviews/approves any related-party transactions (Item 404), per Code of Business Conduct and Ethics .
Expertise & Qualifications
- Deep operating and transformation experience (consumer health, medical devices, neuroscience) from J&J leadership roles; earlier career at Eli Lilly .
- Recognitions: J&J HONOR Award (diversity & inclusion, 2016) and HBA Woman of the Year (2015) .
- Education: B.S. (Ball State), J.D. (Indiana University), M.B.A. (University of Michigan), M.A. in the Study of Happiness (Centenary University) .
Equity Ownership
| Item | Status/Requirement |
|---|---|
| Beneficial ownership at CLDX as of April 5, 2025 | Not listed among beneficial owners (not on Board yet); “Each Nominee for Election” table showed no options for Torres as of March 31, 2025 (—) |
| Director stock ownership guideline | Minimum 3× Annual Retainer; measurement date Jan 1 each year |
| Compliance timing for Ms. Torres | Must meet guideline by the fifth measurement date from her appointment (elected June 5, 2025; policy uses Jan 1 measurement dates) |
| Anti-hedging/anti-pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
-
Strengths for investor confidence
- Independent director with significant operating, commercial, and transformation experience at scale; adds commercial depth alongside a science-heavy Board .
- Clear, transparent, option-based director pay program with defined retainers; no meeting fees; share ownership guideline reinforces alignment .
- Strong shareholder support signals: 2025 Say‑on‑Pay approved (53,482,418 For) and all directors elected; equity plan share increase also approved .
- Anti-hedging/anti-pledging and formal related-party oversight; no related-party transactions disclosed since Jan 1, 2024 .
-
Watch items / potential red flags to monitor
- Committee assignments were not specified upon election; visibility into Ms. Torres’s committee roles and workload balance across her two other public boards will be important to assess ongoing engagement .
- Option-only director equity could amplify sensitivity to volatility; however, grant sizes are limited by dollar caps and ownership guidelines mitigate risk-seeking incentives .
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2025 Annual Meeting – Director elections | All nine nominees elected; Torres: 54,104,937 For; 29,828 Against; 146,453 Abstain |
| 2025 – Equity Plan amendment | 53,158,156 For; 963,067 Against; 159,995 Abstain; 4,031,935 Broker Non-Votes |
| 2025 – Say‑on‑Pay (NEO compensation) | 53,482,418 For; 626,666 Against; 172,134 Abstain; 4,031,935 Broker Non-Votes |
| 2024 – Say‑on‑Pay (prior year) | ~98% approval of shares voted |
Director Compensation Reference (2024 outcomes for incumbents; program terms apply to Ms. Torres going forward)
| Director | Fees Earned (Cash) | Option Awards (GAAP FV) | Total |
|---|---|---|---|
| Karen L. Shoos | $80,840 | $434,709 | $515,549 |
| Keith L. Brownlie | $65,840 | $434,709 | $500,549 |
| Cheryl L. Cohen | $58,340 | $434,709 | $493,049 |
| Herbert J. Conrad | $55,840 | $434,709 | $490,549 |
| Rita I. Jain, M.D. | $55,840 | $434,709 | $490,549 |
| James J. Marino | $70,840 | $434,709 | $505,549 |
| Garry A. Neil, M.D. | $60,840 | $434,709 | $495,549 |
| Harry H. Penner, Jr. | $63,340 | $434,709 | $498,049 |
Policies & Controls (relevant to governance quality)
- Code of Business Conduct and Ethics; independence and conflict-avoidance expectations; majority voting standard in uncontested director elections .
- Insider Trading Policy with anti‑hedging/anti‑pledging provisions applicable to directors .
- Compensation Committee uses independent consultant (Aon Human Capital Solutions) with no conflicts identified under NASDAQ/SEC rules .
No related-party transactions involving directors were disclosed for 2024–2025 YTD; none involving Ms. Torres identified in Company filings to date .