Freddy Jimenez
Celldex TherapeuticsAbout Freddy Jimenez
Freddy Jimenez, 56, is Senior Vice President and General Counsel at Celldex; he has served as SVP & GC since 2021 after joining Celldex in 2016 as Vice President, Law and Compliance. He holds a B.A. in Biology and a Legal Studies certificate from Brandeis University and a J.D. from Rutgers School of Law–Newark; within Celldex’s compliance framework, the General Counsel serves as Health Care Compliance Officer. Prior to Celldex, he held legal and regulatory roles at Johnson & Johnson and practiced in the Food & Drug group at Akin Gump. He is not a Named Executive Officer (NEO) in the proxy, so specific pay elements are not individually disclosed.
Company performance context during his tenure (calendar years):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | $1,733 | $1,999 | $1,778 | $1,133 |
| Net Loss ($000s) | $(70,511) | $(112,325) | $(141,429) | $(157,863) |
| Year-end Cash & Investments ($000s) | $408,250 | $304,952 | $423,598 | $725,281 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celldex Therapeutics | SVP & General Counsel | 2021–present | Oversees legal and serves within the Compliance Program where the General Counsel is Health Care Compliance Officer; supports late-stage pipeline and financing initiatives. |
| Celldex Therapeutics | VP, Law & Compliance | 2016–2020 | Built legal and compliance infrastructure through clinical expansion phase. |
| Akin Gump Strauss Hauer & Feld | Associate, Food & Drug Practice | 1997–1999 | FDA/regulatory practice experience relevant to biopharma. |
| Johnson & Johnson | Assistant General Counsel / Senior Counsel / General Attorney | 1999–2016 | Senior legal leadership across pharma businesses. |
| Johnson & Johnson (R.W. Johnson PRI) | FDA Liaison; regulatory/clinical roles | 1991–1997 | Early regulatory and clinical research responsibilities. |
External Roles
No public company board roles or external directorships disclosed for Mr. Jimenez.
Fixed Compensation
Not individually disclosed for Mr. Jimenez in the 2024 or 2025 proxies (he is not a NEO). Company-level disclosure covers NEO base salaries and target bonus percentages but does not include the General Counsel.
Performance Compensation
Company design (applies to executives broadly; NEO specifics shown; Mr. Jimenez’s individual metrics/payouts not disclosed):
- Annual bonus plan: corporate goals set annually; 2024 weighting 65% pipeline and 35% business/financial; Compensation Committee determined a 120% payout factor for 2024 corporate goals.
- Long-term incentives: executives receive stock options vesting 25% at 1 year, then quarterly over the next 3 years; 10-year term; granted at fair market value.
2024 corporate goal attainment (company-wide):
| Category | Relative Weight | 2024 Achievement |
|---|---|---|
| Pipeline Development | 65% | 78% |
| Business & Financial Operations | 35% | 42% |
| Total | 100% | 120% |
Equity award structure:
| LTI Vehicle | Vesting | Exercise Price Basis | Term |
|---|---|---|---|
| Nonqualified stock options | 25% at 1st anniversary; remaining vests quarterly over 12 quarters | Grant-date closing price (100% FMV) | Up to 10 years |
Equity Ownership & Alignment
- Beneficial ownership (individual): Mr. Jimenez is not itemized in the beneficial ownership tables; the proxies list NEOs and directors individually plus an aggregate for all executive officers and directors as a group.
- Group ownership: All director nominees and executive officers as a group owned 3,226,321 shares (4.4%) as of April 5, 2025 (66,384,191 shares outstanding).
- Options granted under 2021 Plan (group context): All current executive officers as a group held 3,460,000 options granted under the 2021 Plan as of March 31, 2025 (no per-person breakout).
- Stock ownership guidelines: Executive officers must hold a multiple of salary (CEO and Other Executives; level specified by policy). As of January 1, 2025, all officers were in compliance.
- Anti-hedging/anti-pledging: Celldex’s Insider Trading Policy prohibits short sales, options, hedging and similar speculative transactions by employees and directors (anti-hedging/anti-pledging).
- Option exercises: The 2024 and 2023 option exercise tables cover NEOs; Mr. Jimenez is not listed (no data provided for him in those tables).
- Related party transactions: None reported for officers/directors above $120,000 since Jan 1, 2024 (2025 proxy) and since Jan 1, 2023 (2024 proxy).
Employment Terms
- Individual agreement terms for Mr. Jimenez are not disclosed in the proxies. Employment agreement severance and change-in-control (CIC) economics are disclosed for NEOs only.
Reference – NEO practice (benchmarking company approach; may not apply to Mr. Jimenez):
- Non-CIC termination without cause/good reason: 100% of base salary (200% for CEO), continuation of certain benefits, and 25% acceleration of unvested options for certain NEOs.
- CIC (double-trigger within one year post-CIC): Full acceleration of unvested equity; lump sum cash equal to 24x highest monthly base compensation plus 150% of highest one-year annual bonus (200% for CEO), plus certain benefits.
- Auto-renewal: NEO employment agreements initially effective July 1, 2021 with automatic one-year renewals unless notice given.
Investment Implications
- Alignment: Strong governance features include anti-hedging/anti-pledging, stock ownership guidelines with full officer compliance as of 1/1/2025, and an options-only LTI with four-year vesting that promotes retention and long-term orientation. These reduce hedging/pledging risk and support alignment.
- Retention and selling pressure: Individual equity holdings, vesting schedules, and any Form 4 activity for Mr. Jimenez are not disclosed in the proxy; lack of reported option exercises for him in NEO tables implies limited visibility into near-term selling pressure. Group-level option overhang exists (3.46M options across executive officers).
- Pay-for-performance: The Compensation Committee paid 120% of target on 2024 corporate goals, reflecting strong execution across pipeline and financing; Say‑on‑Pay support was ~98% in 2024, indicating shareholder endorsement of the program design.
- Company performance context: Over 2021–2024, Celldex’s TSR moved from $1,733 to $1,133 (value of $100 baseline), with rising investment in R&D reflected in higher net losses and a strengthened cash balance ($725M at year‑end 2024) post capital raises—supportive of advancing late-stage programs but implying continued equity-based retention reliance.
Notes on disclosure scope: Mr. Jimenez is not a NEO or director in the proxies; therefore, specific base salary, bonus targets, award sizes, vesting tranches, or severance/CIC terms for him are not individually disclosed. Statements above cite company-wide policies/practices and aggregated executive officer data.