Keith Brownlie
Celldex TherapeuticsAbout Keith L. Brownlie
Keith L. Brownlie, age 72, has served on Celldex’s Board since June 2017 and is designated the Board’s “audit committee financial expert.” His background includes 36 years at Ernst & Young LLP (1974–2010) as audit partner and Life Sciences Industry Leader for NY Metro; he holds a B.S. in Accounting from Lehigh University and is a Certified Public Accountant. He is an independent director; the Board met five times in 2024, and each director—including Brownlie—attended at least 75% of Board and relevant committee meetings. Brownlie chairs the Audit Committee, which met five times in 2024 and oversees internal controls, auditor independence, and cybersecurity risk.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Audit Partner; Life Sciences Industry Leader (NY Metro) | 1974–2010 | Led audits for numerous public companies; sector leadership in life sciences |
| — | Certified Public Accountant | Ongoing | CPA credential enhances audit oversight expertise |
External Roles
| Organization | Role | Tenure | Committee Positions / Notes |
|---|---|---|---|
| Soligenix, Inc. | Director | 2010–2019 | Chair of Audit Committee |
| Phio Pharmaceuticals Corp. (formerly RXi Pharmaceuticals) | Director | 2012–2019 | Chair of Audit Committee |
| Cancer Genetics, Inc. | Director | 2013–2014 | Chair of Audit Committee |
| EpiCept Corporation | Director | 2011–2013 | Chair of Audit Committee |
Board Governance
- Committees: Audit Committee Chair; Audit Committee members were Brownlie (Chair), James J. Marino, and Harry H. Penner, Jr.; five meetings in 2024. Scope includes internal controls, auditor oversight, and cybersecurity reviews. Brownlie is designated the audit committee financial expert.
- Independence and attendance: All directors except the CEO are independent; the Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Leadership: CEO and Chair roles are separated; the new Chair will be elected after the 2025 Annual Meeting.
- Risk oversight highlights: Audit Committee reviews IT/cybersecurity strategy, secure score assessments, penetration testing, insurance, and incident updates.
Fixed Compensation
| Component | Policy/Amount | Brownlie – 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $48,000 (effective June 2024) | $65,840 (fees earned in cash) |
| Committee Chair Retainer | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000; Science & Regulatory Chair: $10,000 | Included within cash fees (Audit Chair) |
| Committee Member Retainer | Audit: $10,000; Compensation: $7,500; Nominating: $5,000; Science & Regulatory: $5,000 | N/A (Chair receives chair fee) |
| Meeting Fees | None; expenses reimbursed | None |
Performance Compensation
| Equity Element | Grant Date | Shares/Options | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director Options | June 2024 | 16,500 options | $434,709 | Director awards vest in equal tranches and become non-forfeitable while serving; director awards may vest by the earlier of one year from grant or the next annual meeting under plan limits |
- Performance metrics tied to director compensation: None disclosed; non-employee director equity is service-based (not performance-based).
Other Directorships & Interlocks
- Public company directorships: Proxy lists “Public Boards: 1” for Brownlie (company not specifically named in 2025 biography); prior public boards listed above.
- Compensation Committee interlocks: None; Committee currently composed of James J. Marino (Chair), Cheryl L. Cohen, and Harry H. Penner, Jr.
Expertise & Qualifications
- Financial oversight: Audit partner experience and life sciences industry leadership; designated audit committee financial expert.
- Education: B.S. in Accounting, Lehigh University; CPA.
- Sector focus: Deep life sciences governance exposure through multiple prior biopharma boards and audit chairs.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (as of Apr 5, 2025) | 59,065 shares | Includes options exercisable within 60 days |
| Ownership % of Outstanding | <1% | “**” denotes less than 1% |
| Presently Exercisable Options | 58,399 | As of April 5, 2025 |
| Options Outstanding (Year-End reference) | 74,899 | Non-employee directors’ outstanding options; Brownlie total |
| Anti-hedging/anti-pledging | Prohibited by Insider Trading Policy | Applies to directors; hedging and pledging prohibited |
| Director Stock Ownership Guidelines | Minimum 3× annual retainer by deadline | Non-employee directors must meet by Jan 1, 2026 (later dates for newer appointees) |
| Compliance status | Not yet at guideline threshold (Board-wide note) | As of Jan 1, 2025, only Mr. Marino had achieved required director ownership; others (including Brownlie) have until Jan 1, 2026 (or later) |
Compensation Structure Analysis
- Equity-heavy director pay: 2024 director option grants were 16,500 shares following the annual meeting (vs. 11,300 in 2023), indicating a step-up consistent with commercialization planning and plan amendments.
- Director award limits increased: In 2024, the non-employee director annual compensation limit under the 2021 Plan rose to $750,000 (initial year $1,200,000), from $400,000/$600,000 prior, signaling potential pay inflation risk as the company scales.
Related Party Transactions
- None: Since January 1, 2024, no related-party transactions >$120,000 involving directors, officers, 5% holders, or immediate family members, other than standard compensation arrangements.
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 98% support at the 2024 Annual Meeting; Committee maintained performance-based philosophy for executives; monitors feedback.
Governance Assessment
- Board effectiveness: Brownlie’s deep audit and life sciences experience, coupled with formal “financial expert” designation and chairing of an actively engaged Audit Committee (five meetings; cybersecurity oversight), supports strong financial oversight and risk governance.
- Independence and engagement: Independent status with >75% attendance aligns with governance best practices; separation of Chair and CEO enhances oversight.
- Alignment and potential red flags:
- Ownership alignment: Brownlie appears below the director ownership guideline as of Jan 1, 2025, but has until Jan 1, 2026 to comply—monitor progress (alignment shortfall can be a yellow flag until remedied).
- Equity concentration: Beneficial holdings are predominantly options (presently exercisable 58,399; total outstanding 74,899), which may reduce near-term “skin-in-the-game” via directly held shares; anti-hedging/anti-pledging policy mitigates misalignment risk.
- Compensation trajectory: 2024 increase in director award limits and larger annual option grants represent pay escalation risk; investors should monitor pay outcomes versus company milestones and commercialization readiness.
- Conflicts: No related-party transactions reported; Compensation Committee interlocks absent; Code of Conduct and majority voting standard in place.
Overall, Brownlie brings strong audit and sector expertise with active risk oversight, but alignment should be watched until director ownership guidelines are met amid rising director equity awards.