Garry Neil
Celldex TherapeuticsAbout Garry A. Neil, M.D.
Independent director since June 2022; age 71. Dr. Neil is a physician-scientist with senior R&D leadership across Johnson & Johnson, Merck KGaA/EMD, AstraZeneca/Astra Merck and extensive biotech board and CEO experience (Avalo Therapeutics CEO since Feb 2022; Chair since Aug 2022). He holds a B.S. and M.D. from the University of Saskatchewan, completed clinical training in internal medicine and gastroenterology at the University of Toronto, and a research fellowship at Scripps. The CLDX Board deems all directors other than the CEO to be independent; the Board met five times in 2024 and each director met the ≥75% attendance threshold and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Corporate VP, Science & Technology | Nov 2007–Aug 2012 | Senior R&D leadership |
| J&J Pharmaceutical R&D | Former Group President | Not stated | Portfolio and development leadership |
| Merck KGaA/EMD Pharmaceuticals | Former VP, R&D | Not stated | R&D leadership |
| AstraZeneca and Astra Merck | Former VP, Clinical Research | Not stated | Clinical development leadership |
| Apple Tree Partners | Partner | Sep 2012–Sep 2013 | Venture investment roles |
External Roles
| Organization | Role | Tenure | Public/Non-Profit | Notes |
|---|---|---|---|---|
| Avalo Therapeutics* | CEO (since Feb 2022); Chair (since Aug 2022); prior CSO/adviser | 2013–present (various roles) | Public | Current executive and chair roles |
| Arena Pharmaceuticals, Inc. | Director (since Feb 2017); Chair (since Feb 2021) | 2017–present | Public | Board leadership |
| Zura Bio Limited* | Director | Mar 2023–Nov 2023 | Public | Former director |
| GTx, Inc. | Director | Aug 2016–May 2019 | Public | Former director |
| Hackensack Meridian Medical School CDI | Board | Not stated | Non-profit/Academic | Scientific oversight |
| TransCelerate Biopharma, Inc. | Founding Chairman; Board member | 2012–2019 | Industry consortium | Standards and collaboration |
| Reagan-Udall Foundation for the FDA | Board | 2007–2021 | Non-profit | FDA-related governance |
| NIH | Board of Foundation & SMRB | 2010–2012 | Government advisory | Science management |
| PhRMA | Former Chair, Science & Regulatory Exec Committee; PhRMA Foundation Board | Not stated | Industry association | Policy and science leadership |
Board Governance
- Committee assignments: Chair, Science & Regulatory Committee; Member, Nominating & Corporate Governance Committee. Science & Regulatory met 5x; Nominating & Corporate Governance met 4x in 2024; all committee members are independent.
- Independence and attendance: Board majority independent (all except CEO); Board met 5x in 2024; each director attended ≥75% of Board/committee meetings and attended the 2024 annual meeting.
- Risk oversight: Committees oversee financial controls, cybersecurity (Audit), compensation and DE&I (Compensation), board composition and related-party review (Nominating).
- 2025 annual meeting: Dr. Neil re-elected with 53,900,408 For; 233,807 Against; 147,003 Abstain; broker non-votes 4,031,935. Board chair role transitioned to Harry H. Penner, Jr. after the meeting.
Fixed Compensation
- Director retainer policy (effective June 2024):
- Annual cash retainer: $48,000.
- Chair of Board: +$35,000.
- Committee chair stipends: Audit $20,000; Compensation $15,000; Nominating $10,000; Science & Regulatory $10,000.
- Committee member stipends (non-chair): Audit $10,000; Compensation $7,500; Nominating $5,000; Science & Regulatory $5,000.
- Paid quarterly in advance; no meeting fees; travel reimbursed.
| Component | Amount ($) | Period | Notes |
|---|---|---|---|
| Cash fees paid to Garry A. Neil | 60,840 | FY 2024 | Aggregate cash fees per proxy CD&A |
Performance Compensation
- Annual equity grants: In June 2024, non-employee directors received options to purchase 16,500 shares; subject to the director annual compensation limit ($750,000).
- Garry A. Neil option award (grant-date fair value) in 2024: $434,709.
- Vesting schedule (director options): 25% vests on the first anniversary of grant; remainder vests in equal quarterly installments over the subsequent 12 quarters.
- Plan governance safeguards:
- No option/SAR repricing or cash-for-cancel without shareholder approval.
- Clawback/recoupment applies per award agreements, company policy, and applicable law.
| Metric | Details | Source |
|---|---|---|
| Annual grant size (2024) | 16,500 options (non-employee directors) | |
| Neil’s 2024 option award fair value | $434,709 | |
| Vesting terms | 25% at 1-year; remainder quarterly over next 12 quarters | |
| Repricing restrictions | Repricing/cash-for-cancel prohibited without shareholder approval | |
| Clawback policy | Awards subject to forfeiture/recoupment per policy and law |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Interlock/Conflict Notes |
|---|---|---|---|
| Avalo Therapeutics* | CEO; Chair | Executive/Chair | External executive role; no CLDX interlock disclosed |
| Arena Pharmaceuticals | Director; Chair | Board leadership | No CLDX interlock disclosed |
| Zura Bio Limited* | Director (former) | — | Former role; no CLDX interlock disclosed |
| GTx, Inc. | Director (former) | — | Former role; no CLDX interlock disclosed |
- Compensation Committee interlocks: None existed between CLDX and another entity.
Expertise & Qualifications
- Education: B.S. and M.D. (University of Saskatchewan); internal medicine/gastroenterology training (University of Toronto); research fellowship (Scripps).
- Domain expertise: Senior science/regulatory leadership (J&J Corporate VP Science & Technology), biopharma R&D and clinical development leadership (Merck KGaA/EMD; AstraZeneca/Astra Merck), consortium leadership (TransCelerate founding chair), FDA/NIH-related board experience.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Garry A. Neil, M.D. | 29,434 | <1%** | Includes 29,434 options exercisable on or within 60 days of Apr 5, 2025; base shares outstanding 66,384,191 |
| Options outstanding (as of 12/31/2024) | 55,000 | — | Neil’s outstanding director options |
- Stock ownership guidelines (non-employee directors): Minimum ownership of 3x annual retainer; compliance due dates—Dr. Neil must achieve by Jan 2027. At Jan 1, 2025 only Mr. Marino had achieved the guideline; others remain within their compliance windows.
- Insider trading policy: Prohibits short sales, transactions in put/call options, and hedging transactions; anti-pledging included.
Governance Assessment
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Board effectiveness: Dr. Neil enhances scientific oversight as Chair of the Science & Regulatory Committee with active committee cadence (5 meetings in 2024) and independent status; participation thresholds met.
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Alignment and incentives: Director pay structure is standard for biotech (cash retainer + options), with robust vesting and clawback; no meeting fees. Option/SAR repricing is prohibited without shareholder approval, reducing governance risk.
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Ownership alignment: Beneficial ownership is <1%; however, director ownership guidelines require 3x retainer and provide a compliance runway to Jan 2027 for Dr. Neil—monitor progress toward guideline compliance.
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Shareholder signals: Strong support at 2025 meeting—Neil re-elected with ~53.9M “For” votes; say‑on‑pay received ~53.5M “For” vs ~0.63M “Against,” indicating broad investor approval of compensation practices.
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Conflicts/related-party: No compensation committee interlocks; Nominating Committee reviews related-party transactions. No related-party transactions involving Dr. Neil disclosed.
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RED FLAGS: None disclosed regarding pledging, hedging, related‑party transactions, option repricing, or low say‑on‑pay support. Continue monitoring director stock ownership guideline compliance and any evolving external executive commitments (e.g., Avalo) for potential time/attention conflicts.