Diane Young
Celldex TherapeuticsAbout Diane Young
Diane C. Young, M.D., is Senior Vice President and Chief Medical Officer of Celldex, serving since June 2019; she is 69 years old and holds an A.B. in Biochemical Sciences from Harvard and an M.D. from Harvard Medical School, with internal medicine training at Johns Hopkins and Vanderbilt and a medical oncology fellowship at Dana-Farber Cancer Institute . She was a Named Executive Officer (NEO) in 2021–2023 at Celldex; she was not listed as an NEO in 2024 . The company reported achieving 120% of its predetermined corporate goals in 2024, which drove above-target annual bonuses for NEOs that year (context for performance orientation of pay), though Dr. Young was not an NEO in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GTx, Inc. | Vice President, Chief Medical Officer | Jul 2015 – Feb 2019 | Led clinical development as CMO at a development-stage biotech . |
| Novartis Oncology | VP roles incl. Global Head of Clinical Development (Phase 2/3), Global Head of Medical Affairs (Oncology BU), Head of Oncology Clinical Development & Medical Affairs (LatAm & Canada) | 2002 – Jun 2015 | Senior global clinical and medical affairs leadership across oncology portfolio . |
| R.W. Johnson Pharmaceutical Research Institute | Vice President for Global Development; Senior Director, Clinical R&D | 1993 – 2002 | Advanced clinical development leadership in large pharma setting . |
| Sandoz Research Institute | Director, Clinical Research, Cytokine Development Unit; Associate Medical Director | 1991 – 1993 | Early leadership in cytokine clinical research . |
| Hoffman‑LaRoche, Inc. | Assistant Director, Clinical Investigation II | 1988 – 1990 | Clinical investigation leadership at major pharma . |
External Roles
No external public company directorships or committee roles are disclosed for Dr. Young in her executive officer biography in the 2025 proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) |
|---|---|---|
| 2022 | 445,219 | 40% |
| 2023 | 471,615 | 40% |
Notes:
- Base salary levels are those disclosed for the stated years; target bonus guidelines set by role .
Performance Compensation
Annual cash incentive design focuses on achievement of pre-established corporate product and financial goals with discretion for individual performance; Dr. Young’s target bonus was 40% of base salary in 2023 . Equity compensation is delivered in stock options that vest 25% at the first anniversary and quarterly thereafter over the subsequent 12 quarters, promoting multi‑year retention and alignment .
- 2023 Annual Bonus (actual): $228,000
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company and individual performance against pre-set corporate goals | Not disclosed | 40% of base salary | Not disclosed (qualitative determination) | $228,000 for 2023 | Paid after year-end 2023 (standard annual bonus) |
Equity Awards (selected):
| Grant Date | Instrument | Number of Options | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 06/15/2023 | Nonqualified Stock Options | 80,000 | $36.87 | 25% at 1st anniversary; remainder quarterly over 12 quarters | 06/15/2033 |
Design observations:
- Equity mix is 100% stock options for executives (no RSUs/PSUs disclosed), increasing alignment with shareholder value creation and upside leverage; options are granted at fair market value with 10‑year terms .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | Includes Options Exercisable within 60 days | % of Shares Outstanding |
|---|---|---|---|
| Apr 5, 2024 | 188,765 | 141,650 | <1% (based on 65,910,548 shares outstanding) |
Additional alignment factors:
- Stock Ownership Guidelines: Other executive officers must hold stock equal to 1x base salary; all officers were in compliance as of Jan 1, 2024 and Jan 1, 2025 .
- Anti‑Hedging/Anti‑Pledging: Insider Trading Policy prohibits short sales, options, hedging, and similar speculative transactions; policy references anti‑pledging in the 2025 proxy .
- 2023 Exercises: Dr. Young reported no option exercises in 2023 (reduces near-term selling pressure signal) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Written employment agreement effective July 1, 2021; auto-renews annually unless notice given 90 days prior . |
| Base Salary (current at time of agreement updates) | $471,615 as of Dec 31, 2023 for Dr. Young . |
| Target Bonus | 40% of base salary . |
| Termination without Cause / Resignation for Good Reason (non‑CIC) | Lump sum cash equal to 100% of base salary; for Dr. Young, no equity acceleration disclosed under non‑CIC (25% acceleration applies to specified executives only) . |
| Change in Control (Double Trigger within 1 year) | Full acceleration of unvested equity; lump sum equal to 24x highest monthly base salary pre‑termination + 150% of highest one‑year bonus in prior two fiscal years (CEO at 200%) . |
| Estimated Potential Payments (terminated as of 12/31/2023) | Non‑CIC Good Reason/Without Cause: Base $471,615 + Health $15,822 = $487,437; CIC Double Trigger: Base $943,230 + Bonus $342,000 + Equity Acceleration $1,617,590 + Health $15,822 = $2,918,642 . |
| Benefits Continuation | Continuation of certain employee benefits per agreement . |
Severance safeguards:
- Double‑trigger CIC required for cash and equity acceleration to avoid windfalls and support retention through a transaction .
Compensation Structure Analysis
- Cash vs. Equity Mix: Her 2021–2023 compensation is heavily equity‑weighted via stock options (e.g., 2023 option grant date FV $2,269,752), reinforcing long‑term value creation alignment; no RSUs/PSUs are disclosed for executives, indicating higher performance leverage compared to time‑vested shares .
- Annual Cash Bonus Governance: Bonuses are tied to achievement against pre‑established corporate goals, with target set at 40% of base, and committee discretion for individual contributions—supports pay‑for‑performance while allowing qualitative calibration .
- Ownership Alignment: Compliance with stock ownership guidelines and anti‑hedging/anti‑pledging policies lowers misalignment risk from hedging/pledging and encourages sustained ownership .
- Say‑on‑Pay Signal: 98% approval at the 2024 annual meeting indicates strong shareholder support for the program’s structure and outcomes .
Compensation Peer Group (benchmarking context)
- The 2024 compensation decisions used a March 2024 peer group of mid‑to‑late stage biopharma companies (e.g., Cytokinetics, Denali, Immunovant, SpringWorks, Vir Biotechnology, etc.), with market medians around 341 employees, $301M R&D, and $3.6B market cap; target pay levels were generally set at the 50th percentile with adjustments for performance and role .
- Prior peer frameworks in 2022–2023 were similar, anchored to a group of development‑stage biopharma peers .
Investment Implications
- Alignment: High equity orientation (options only) plus stock ownership compliance and anti‑hedging/pledging indicate strong alignment and lower governance risk; absence of 2023 exercises suggests limited near‑term selling pressure from Dr. Young .
- Retention/CIC: Non‑CIC severance provides 1x salary without equity acceleration for Dr. Young, while CIC terms provide full acceleration and enhanced cash—this creates moderate retention risk in a sale scenario but supports management cooperation and continuity through a transaction (double‑trigger) .
- Pay-for-Performance: Cash bonus framework linked to corporate goals (and the company achieving 120% of goals in 2024) underscores performance orientation; for Dr. Young in 2023, the $228k bonus on a 40% target is consistent with structured payouts for achieving objectives .
- Role execution: Deep oncology clinical development background across large pharma and biotech is additive to Celldex’s late‑stage pipeline execution; this supports confidence in clinical milestones that can be material stock catalysts .