Herbert Conrad
Celldex TherapeuticsAbout Herbert J. Conrad
Independent director of Celldex Therapeutics since March 2008; age 92. Former President of the U.S. Pharmaceuticals Division at Hoffmann‑La Roche (1982–1993). Education: B.S. and M.S. in Pharmacy (Brooklyn College of Pharmacy) and honorary Doctorate in Humane Letters (Long Island University). Current board role includes chairing the Nominating & Corporate Governance Committee; independence confirmed under NASDAQ standards. Attendance met at least the 75% threshold in 2024 for board and assigned committees. Public company directorships include Matinas BioPharma (director from 2012 through February 2025). Advisor to the Seaver Autism Center at Mount Sinai Hospital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoffmann‑La Roche, Inc. | President, U.S. Pharmaceuticals Division | 1982–1993 | Led U.S. pharma business |
| Pharmasset, Inc. | Chairman of the Board | Not disclosed | Prior board leadership |
| GenVec, Inc. | Chairman of the Board | Not disclosed | Prior board leadership |
| Bone Care International, Inc. | Chairman of the Board | Not disclosed | Prior board leadership |
| Arbutus Biopharma Corporation | Director | Not disclosed | Former director |
| Reliant Pharmaceuticals, Inc. | Co‑founder and Director | Not disclosed | Company co‑founder |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Matinas BioPharma Holdings, Inc. | Director | 2012 – Feb 2025 | Most recent public board; ended Feb 2025 |
| Seaver Autism Center at Mount Sinai Hospital | Advisor | Not disclosed | Non‑profit/academic advisory role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (all directors except CEO are independent under NASDAQ) |
| Committee assignments | Chair, Nominating & Corporate Governance Committee; members: Conrad (Chair), Rita Jain, M.D., Garry Neil, M.D. |
| Committee meetings (2024) | Nominating & Corporate Governance: 4 meetings |
| Board meetings (2024) | 5 meetings |
| Attendance | Each director attended ≥75% of board and committee meetings (applies to Conrad) |
| Board leadership | CEO and Chair roles separated; independent Chair in 2024 (new Chair to be elected after 2025 meeting) |
| Voting standard | Majority voting in uncontested elections; resignation required if majority not obtained |
| Director retirement age | Mandatory retirement age eliminated |
| Related‑party review | Audit Committee reviews related‑party transactions; none >$120k since Jan 1, 2024 |
| Anti‑hedging/pledging | Insider Trading Policy prohibits short sales, options, and hedging for directors; anti‑pledging included |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $48,000 (effective June 2024) | |
| Committee chair fee – Nominating & Corporate Governance | $10,000 (annual) | |
| Committee membership fees | N&CG member (non‑chair) $5,000; Audit $10,000; Comp & Org Dev $7,500; Science & Regulatory $5,000 | |
| Board Chair fee | $35,000 (if applicable; Conrad is not Chair) | |
| Meeting fees | None (no additional fees for meeting attendance) | |
| Fees earned by Conrad (2024) | $55,840 |
Performance Compensation
| Component | Detail | Source |
|---|---|---|
| Annual equity grant (2024) | 16,500 stock options granted to each non‑employee director following the 2024 AGM | |
| Grant date fair value (2024) | Option awards (U.S. GAAP) for Conrad: $434,709 | |
| Vesting | Equal installments while serving on the Board (time‑based; no performance metrics disclosed) | |
| Options outstanding (12/31/2024) | Conrad: 76,052 options outstanding | |
| Options granted under 2021 Plan (through 3/31/2025) | Conrad: 53,400 options (cumulative grants under 2021 plan) | |
| Performance metrics tied to director pay | None disclosed for directors (equity is service‑based) |
Note: Celldex pays non‑employee directors with cash retainers and time‑vested stock options; no RSUs/PSUs or performance goals are disclosed for directors in 2024.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed as of 2025 (Matinas role ended Feb 2025) |
| Compensation Committee interlocks (CLDX) | None (for the CLDX Compensation & Organization Development Committee) |
Expertise & Qualifications
- Senior pharma operator: President, U.S. Pharmaceuticals, Hoffmann‑La Roche (1982–1993), bringing deep commercial and leadership experience in therapeutics.
- Extensive board leadership across biopharma (former chair/multiple boards), aligning with Celldex’s needs in governance and M&A/industry networks.
- Education in pharmacy with advanced honorary recognition, supporting drug development and regulatory context awareness.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 62,115 |
| % of shares outstanding | “**” in proxy (indicates <1%) |
| Options outstanding (12/31/2024) | 76,052 |
| Stock ownership guideline (non‑employee directors) | 3× annual retainer; deadline Jan 1, 2026 (five measurement dates from March 2021) |
| Compliance status (as of Jan 1, 2025) | Only Mr. Marino had achieved guideline; other directors (including Conrad) have until Jan 1, 2026 |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Governance Assessment
- Strengths: Independent director; chairs the Nominating & Corporate Governance Committee with defined oversight of board composition, independence, committee structures, and related‑party/conflict reviews (4 meetings in 2024). Attendance met ≥75%. Anti‑hedging/anti‑pledging policy and majority voting standard enhance alignment and accountability. Separation of CEO/Chair supports independent oversight.
- Alignment and incentives: Director pay is modest in cash (2024 fees $55,840) and heavily equity‑linked via options (2024 grant: 16,500 options; GAAP fair value $434,709), promoting long‑term orientation, albeit time‑vested without explicit performance conditions. Ownership guideline set at 3× retainer; as of Jan 1, 2025, Conrad had not yet met the guideline (deadline Jan 1, 2026).
- Conflicts/related‑party exposure: No related‑party transactions >$120,000 since Jan 1, 2024. N&CG Committee oversees conflicts; Code of Conduct expects directors to avoid conflicts.
- Watch items / potential red flags: Very long tenure (since 2008) and advanced age (92) require attention to succession planning and board refreshment; the company has eliminated a mandatory retirement age, placing more emphasis on active refresh processes managed by the N&CG Committee. Ownership guideline not yet achieved as of the latest measurement (still within compliance window). Director equity is time‑based options (no performance hurdles).
Overall read‑through for investors: Conrad brings heavyweight pharma leadership and deep governance experience, currently channelled through his role as N&CG Chair. Independence, attendance, and conflict controls look sound, but alignment optics should be monitored until guideline compliance is confirmed in 2026 and as the board manages refreshment given tenure/age.