Harry Penner, Jr.
Celldex TherapeuticsAbout Harry H. Penner, Jr.
Independent non-employee director at Celldex (CLDX), age 79, serving since January 1997; currently a member of the Audit Committee and the Compensation & Organization Development Committee. Legal and biopharma executive by training: B.A. (University of Virginia), J.D. (Fordham University), and LL.M. in International Law (New York University). Listed as holding one current public company board; extensive prior C-suite experience at Novo Nordisk and Neurogen, and entrepreneurial leadership at Nascent BioScience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVANT | Board and Chairman (prior to CLDX-AVANT merger) | Appointed January 1997 | Led board pre-merger; governance leadership |
| Nascent BioScience, LLC | Chairman & CEO | 2001–June 2023 | Life sciences venture creation; operating leadership |
| Neurogen Corporation | President, CEO & Vice Chairman | 1993–2001 | Biopharma operating executive; strategy and R&D oversight |
| Novo Nordisk A/S | EVP & General Counsel (Denmark); EVP, North America | 1985–1988; 1988–1993 | Global legal leadership; commercial expansion in North America |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| NeuroCyte Therapeutics, Inc. | Chair | Current | Private company chairmanship |
| BioCT | Chair | Former | State biotech ecosystem leadership |
| Connecticut Technology Council | Chair | Former | Technology policy and industry advocacy |
| Connecticut Board of Governors of Higher Education | Chair | Former | Higher ed governance |
| Bioscience Advisor to Governor and State of Connecticut | Advisor | Former | Public-sector advisory |
Board Governance
- Independence: All CLDX directors except the CEO (Marucci) are independent; Penner is independent. The Board met five times in 2024; each director attended ≥75% of board and committee meetings, and all current directors attended the 2024 Annual Meeting.
- Committee assignments and cadence:
- Audit Committee: Member; 5 meetings in 2024.
- Compensation & Organization Development Committee: Member; 7 meetings in 2024.
- Board leadership: CEO and Chair roles are separated; the Chair (Karen Shoos) was independent through the 2025 meeting.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Compensation & Org Dev | Member | 7 |
Fixed Compensation
Policy and actual cash fees reflect standard retainer/membership structure; CLDX does not pay meeting fees.
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash — Penner | $50,583 | $63,340 |
| Annual Non-Employee Director Retainer | $43,200 (effective June 2022 policy) | $48,000 (effective June 2024 policy) |
| Committee Member Retainer — Audit | $10,000 | $10,000 |
| Committee Member Retainer — Compensation | $7,500 | $7,500 |
| Chair of Board Additional Retainer | $35,000 (policy; not applicable to Penner) | $35,000 (policy; not applicable to Penner) |
| Meeting Fees | $0 (no fees paid for meetings/calls) | $0 (no fees paid for meetings/calls) |
Performance Compensation
Directors receive annual stock option grants under the 2021 Omnibus Plan; grants vest in equal installments (subject to continued Board service); exercise price equals the closing price on the grant date.
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Annual Option Grant (shares) — standard for non-employee directors | 11,300 (June 2023) | 16,500 (June 2024) |
| Option Awards — Grant Date Fair Value (Penner) | $320,602 | $434,709 |
| Vesting Structure | Equal tranches as long as director remains on Board | Equal tranches as long as director remains on Board |
| Option Pricing Standard | Closing price on grant date (plan policy) | Closing price on grant date (plan policy) |
| Clawback Applicability (Plan) | Awards subject to clawback/recoupment per policy/law | Awards subject to clawback/recoupment per policy/law |
Other Directorships & Interlocks
- Current public company boards: 1 (company not named in proxy summary).
- Compensation Committee Interlocks: None; CLDX’s Compensation & Organization Development Committee (Marino Chair; members Cohen and Penner) reported no interlocks.
Expertise & Qualifications
- Legal and international business credentials (JD, LL.M.); senior executive experience in global pharma (Novo Nordisk) and U.S. biopharma (Neurogen).
- Governance and ecosystem leadership (BioCT, Connecticut Technology Council, higher education board chair).
Equity Ownership
Ownership is modest and primarily via options; CLDX prohibits hedging and pledging.
| Ownership Metric | 2024 (as of Apr 5, 2024) | 2025 (as of Apr 5, 2025) |
|---|---|---|
| Beneficial Ownership (shares) — Penner | 51,042 | 62,342 |
| % of Shares Outstanding | <1% (“**” per proxy) | <1% (“**” per proxy) |
| Presently Exercisable Options included in beneficial ownership | 48,252 | 59,552 |
| Options Outstanding (as of year-end) | 59,685 (Dec 31, 2023) | 76,052 (Dec 31, 2024) |
| Anti-hedging/anti-pledging policy | Prohibits short sales, options, and hedging/pledging for directors | Prohibits short sales, options, and hedging/pledging for directors |
| Director Stock Ownership Guideline | 3× annual retainer | 3× annual retainer; only Mr. Marino had achieved by Jan 1, 2025 (others due by Jan 1, 2026; Cohen/Neil by Jan 1, 2027; Jain by Jan 1, 2028) |
Governance Assessment
- Effectiveness and engagement: Long-tenured independent director with meaningful committee service (Audit; Compensation), participating in 5 and 7 meetings respectively in 2024; board-wide attendance thresholds met and 2024 Annual Meeting attendance confirmed.
- Compensation alignment: Director pay mix is standard (cash retainer plus options) with no meeting fees; 2024 policy increased cash retainer to $48k and annual options to 16,500 shares, raising Penner’s equity grant fair value to $434,709 (from $320,602 in 2023). This reflects CLDX’s ramp into Phase 3 and broader equity capacity approved in 2024/2025 plan amendments.
- Ownership alignment: Beneficial ownership is primarily via options; anti-hedging/pledging policy is strong. Director ownership guidelines require 3× retainer; as of Jan 1, 2025 only one director had met the guideline (Marino), with others (including Penner) on track to the 2026 deadline — monitor for timely compliance.
- Conflicts/related party exposure: None reported since January 1, 2024 (and since January 1, 2023 in prior proxy) for directors, officers, or ≥5% holders above $120k thresholds; Audit Committee reviews related party transactions.
- Shareholder sentiment: Say-on-pay approvals were strong (98% in 2024; 97% in 2023), indicating broad support for compensation philosophy and governance approach.
RED FLAGS to watch: lagging director ownership guideline compliance (deadline January 1, 2026), and very long tenure (since 1997) can raise independence/perception concerns at some institutions despite formal independence; balance with continued committee engagement and absence of related-party transactions.
Notes
- Director compensation structures (cash retainers and option grants) and committee fee schedules are policy-level disclosures; individual cash “Fees Earned” and option award fair values for Penner are reported in the Director Compensation tables.
- Equity awards to directors vest in equal installments tied to board service and are priced at the closing market price on the grant date per CLDX’s equity grant policy.
- Plan-level clawback and no-repricing provisions apply to director grants under the 2021 Omnibus Equity Incentive Plan.