Elizabeth Crowley
Celldex TherapeuticsAbout Elizabeth Crowley
Elizabeth Crowley, 53, is Senior Vice President and Chief Product Development Officer at Celldex Therapeutics (CLDX), a role she has held since August 2016 after joining the company in 2009 and serving in clinical and product development leadership roles. She holds a B.S. in Chemistry with a concentration in Business from Boston College, and previously held senior development operations roles at CuraGen and clinical research/project management roles at Bayer . Celldex emphasizes pay-for-performance tied to corporate goals and pipeline milestones rather than traditional financial metrics, reflecting its development-stage status (“do not yet generate earnings”); the company reported achieving 120% of corporate goals in 2024, while historical pay-versus-performance disclosure shows strong multi‑year TSR variability and reliance on cash balance and net loss as contextual indicators .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celldex Therapeutics | SVP & Chief Product Development Officer | Aug 2016–Present | Leads product development across clinical programs |
| Celldex Therapeutics | SVP, Product Development | Jul 2014–Aug 2016 | Oversaw product development functions |
| Celldex Therapeutics | VP, Clinical Development | 2009–Jul 2014 | Led clinical development operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CuraGen Corporation | Vice President of Development Operations (senior roles) | Not disclosed | Senior leadership in development operations |
| Bayer Corporation | Director, Global Study Audit Management (prior clinical research/project management roles) | Not disclosed | Quality and audit oversight in global clinical studies |
Fixed Compensation
| Component | 2024 Amount/Term | Notes |
|---|---|---|
| Base Salary (paid, SCT) | $446,905 | Salary earned during 2024 per Summary Compensation Table |
| Base Salary (as of 12/31/2024) | $463,059 | Year‑end approved salary |
| Target Bonus % | 40% of base salary | Per employment agreement |
Performance Compensation
Annual Cash Bonus (2024)
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Corporate and individual performance (annual incentive) | 40% of base salary | Company achievement: 120% of corporate goals; Committee awarded Ms. Crowley 126% of target based on performance | $234,000 |
2024 Equity Award (Stock Options)
| Grant Date | Type | Number of Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Jun 13, 2024 | Nonqualified stock options | 85,000 | $36.43 | 25% after 1 year, then quarterly over next 12 quarters (4‑year schedule) | $2,239,410 |
Equity program consists solely of stock options for NEOs, granted at FMV with 10‑year terms, and designed to align with long‑term stockholder value creation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 5, 2025) | 213,750 shares (includes options exercisable within 60 days) |
| % of Shares Outstanding | ~0.32% (213,750 / 66,384,191) |
| Stock Ownership Guidelines | Other Executive Officers: 1x base salary; all officers were in compliance as of Jan 1, 2025 |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and pledging (short sales, options, hedging transactions) |
| 2024 Option Exercises | 87,945 shares exercised; value realized $2,384,608 (per SEC definition, value realized reflects sale proceeds or intrinsic value if held) |
| Unvested Option Moneyness at 12/31/2024 | All unvested options had exercise prices above $25.27 (12/31/2024 close), indicating limited intrinsic value at year‑end |
Outstanding equity awards at 12/31/2024 (options):
| Exercise Price | Expiration | Exercisable | Unexercisable |
|---|---|---|---|
| $36.43 | 06/13/2034 | — | 85,000 |
| $36.87 | 06/15/2033 | 30,000 | 50,000 |
| $22.48 | 06/16/2032 | 48,125 | 28,875 |
| $28.00 | 06/17/2031 | 50,750 | 7,250 |
| $10.38 | 06/18/2030 | 46,500 | — |
| $34.80 | 06/15/2027 | 5,466 | — |
| $70.80 | 06/08/2026 | 5,399 | — |
| $381.15 | 06/10/2025 | 4,999 | — |
Employment Terms
| Term | Key Provision |
|---|---|
| Role start at CLDX | SVP & Chief Product Development Officer since Aug 2016 |
| Employment Agreements | Effective July 1, 2021; auto‑renew annually unless notice; Company can terminate without cause on 90 days’ notice; 30‑day cure for certain cause events |
| Base Salary / Bonus Target | As of 12/31/2024: $463,059 base; 40% target bonus |
| Severance (without cause/for good reason) | Lump sum = 100% of then base salary; 25% accelerated vesting of unvested equity (applies to Ms. Crowley) |
| Change‑of‑Control (double‑trigger) | If terminated without cause/for good reason within 1 year post‑CoC: full acceleration of unvested equity; cash = 24x highest monthly base pay in prior 24 months + 150% of highest one‑year bonus in prior 2 fiscal years; continuation of certain benefits |
| Illustrative Potential Payments (as of 12/31/2024) | Good reason/without cause: Total ~$483,199 (includes base salary $463,059 and equity acceleration $20,140); CoC termination: Total ~$1,357,679 (base $926,118; bonus $351,000; equity acceleration $80,561) |
| Clawbacks | Awards subject to company clawback/recoupment policies and applicable law |
| Pensions/Deferred Comp | No defined benefit plans; no nonqualified deferred compensation plans |
Say‑on‑Pay, Peer Group, and Governance Context
- Say‑on‑Pay support: ~98% approval at the 2024 Annual Meeting; Committee maintained performance‑based approach .
- Compensation philosophy: Target around 50th percentile of a biotech peer group (Aon survey), with discretion for experience/scope/performance .
- Peer group (illustrative): includes Allakos, Cytokinetics, Vir Biotechnology, SpringWorks, among others (peer set used for benchmarking) .
- Compensation and Org Development Committee: independent directors; uses Aon as independent consultant; equity plan prohibits repricing without shareholder approval .
Investment Implications
- Pay-for-performance alignment: Ms. Crowley’s cash bonus tied to corporate goal attainment (2024 payout = 126% of target amid 120% company goal achievement), evidencing incentive linkage to pipeline execution central to her role .
- Retention and upside: Equity compensation is entirely in stock options with 4‑year vesting and 10‑year terms; 2024 grant (85,000 options at $36.43) enhances long‑term alignment but delivers value only with sustained stock appreciation .
- Selling pressure signals: She exercised 87,945 options in 2024 (value realized $2.38M). While footnotes note value realized can reflect intrinsic value on unsold shares, the exercise scale warrants monitoring for follow‑on sales via Form 4s around vesting dates (quarterly vesting post‑June 2025) .
- Alignment safeguards: Anti‑hedging/anti‑pledging rules and officer ownership guidelines (met as of Jan 1, 2025) reduce misalignment risks; unvested options were out‑of‑the‑money at 2024 year‑end, limiting immediate monetization pressure from vesting .
- Change‑of‑control economics: Double‑trigger protections include full equity acceleration and a formulaic cash payout; this is standard but meaningful, implying modest retention risk absent transaction, higher potential turnover if CoC occurs with role changes .
- Shareholder stance: Strong say‑on‑pay support (~98%) and a disciplined equity plan framework support governance quality, but ongoing share authorization increases to support late‑stage expansion should be tracked for dilution (plan share increase proposals) .