James Marino

About James J. Marino

James J. Marino (age 75) is an independent director of Celldex Therapeutics, Inc., serving since March 2017. He is a former Partner at Dechert LLP, where he led the Princeton office and chaired the life sciences practice, and holds a B.A., M.B.A., and J.D. from Rutgers University . He is currently a member of Celldex’s Audit Committee and chairs the Compensation and Organization Development Committee; each committee is composed of independent directors and met five and seven times, respectively, in 2024 . The Board met five times in 2024; all directors attended at least 75% of Board and committee meetings .

Past Roles

External Roles

Board Governance

• Independence: Independent director under NASDAQ standards; majority of CLDX board is independent (only CEO is non-independent) .
• Committee assignments:
  • Compensation and Organization Development Committee – Chair; oversight of CEO pay, senior compensation, and human capital; met seven times in 2024 .
  • Audit Committee – Member; oversight of financial reporting, internal controls, cybersecurity; met five times in 2024 .
• Attendance: Board met five times in 2024; all directors attended ≥75% of combined Board and committee meetings .
• Leadership: Board chair role is separate from CEO; chair was an independent director (term expired at 2025 meeting) .

Fixed Compensation

Performance Compensation

• Director equity design: Non-employee directors received the lesser of 16,500 options or the limit under director annual compensation; new directors may receive up to 33,000 options subject to overall limits .
• Vesting mechanics: Director option awards vest in equal portions as long as the director remains on the Board; GAAP fair value reported; amounts do not reflect realized value .
• Performance metrics: None disclosed for director compensation (equity is time-based; no PSU/TSR metrics for directors) .

Other Directorships & Interlocks

• Related party transactions: None >$120,000 involving directors or immediate family since Jan 1, 2024 (Audit Committee reviews related-party matters) .

Expertise & Qualifications

• Legal and governance: Extensive legal leadership in life sciences at Dechert LLP; managed office operations and chaired practice .
• Industry expertise: Long-standing biopharma board experience (Traws/Onconova; Pharmacopeia) and advocacy through BioNJ .
• Education: B.A., M.B.A., J.D. from Rutgers University .
• Committee leadership: Chairs Compensation Committee; co-signatory to Compensation Committee report, evidencing active oversight .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold ≥3× annual retainer; Marino was the only non-employee director in compliance as of Jan 1, 2025; others have until Jan 1, 2026/2027/2028 depending on start date .
• Anti-hedging/anti-pledging: Company policy prohibits short sales, options, hedging, and similar speculative transactions; supports alignment .

Insider Trades (Form 4 highlights)

Governance Assessment

• Strengths:
  • Independent status; dual committee roles (Compensation Chair; Audit Member) enhance board effectiveness and oversight .
  • Strong engagement: Signed Compensation Committee report; committee met seven times; Board attendance ≥75% .
  • Ownership alignment: Only non-employee director to meet stock ownership guideline by Jan 1, 2025 (≥3× retainer) ; anti-hedging/anti-pledging policy in place .
  • No related-party transactions or conflicts reported since Jan 1, 2024 .
  • Compensation governance: Uses independent consultant (Aon) with no conflicts; peer benchmarking and risk considerations reviewed by committee .
• Watch items:
  • Equity-heavy director compensation (annual options valued at ~$435k in 2024) can amplify short-term stock sensitivity; however vesting is service-based and no per-meeting fees are paid .
  • Multiple external commitments are historical or concluded (e.g., Traws/Onconova through Sept 2024), reducing current interlock risk .

Additional shareholder context: Celldex’s 2024 say-on-pay received ~98% approval, indicating overall investor support for compensation programs overseen by the committee chaired by Marino .

Appendices

Committee Activity and Attendance

Non-Employee Director Compensation (2024 Summary)

Voting and Independence

• Directors elected by majority of votes cast in non-contested elections; Board majority independent; committee membership independent per SEC/NASDAQ .
• 2025 Annual Meeting vote totals confirm Marino’s election; plan amendment approved (equity pool increase) .