Margo Heath-Chiozzi
Celldex TherapeuticsAbout Margo Heath-Chiozzi
Margo Heath‑Chiozzi, M.D., is Senior Vice President, Regulatory Affairs at Celldex Therapeutics, serving since 2017. She is 68, holds B.S. and M.D. degrees from the University of Utah, trained in internal medicine at Duke, and completed infectious disease fellowships at Brigham & Women’s Hospital and Dana‑Farber Cancer Institute . During 2024, Celldex advanced multiple late‑stage programs and ended the year with $725.3M in cash and investments; company TSR (value of $100 initial investment) stood at 1,133 vs. 173 for the peer group, with a 2024 net loss of $157.9M—useful context for pay‑for‑performance alignment in an R&D‑stage biotech .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | Executive Director, Global Regulatory Sciences; VP, Global Regulatory Strategy; VP, Global Submissions & Regulatory Policy | 2003–Sep 2017 | Led global regulatory strategy/submissions across therapeutic areas, foundational to late‑stage development and approvals . |
| Abbott Laboratories | Medical Director, Pharmacogenetics; Senior Director, Global Marketed Product Development & Outcomes Research; Global Project Head (Abbott/Millennium Obesity/Diabetes Alliance) | 1995–2003 | Advanced marketed product development and pharmacogenetics; alliance leadership in metabolic disease . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Hawaii John A. Burns School of Medicine | Assistant Professor | Prior to industry | Academic clinical leadership and training . |
| Queen’s Medical Center (Honolulu) | Director, HIV Research Clinic | Prior to industry | Directed HIV clinical research operations . |
| Kapiolani Medical Center | Director, Women’s Immunology Clinic (Women & Children) | Prior to industry | Led immunology clinic programs for women/children . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 449,569 | 475,069 |
| Target Bonus (% of base) | 40% | 40% |
Notes: Named Executive Officer (NEO) in 2024; mid‑2024 salary adjustments for NEOs were 4.2%–6.9% based on market positioning .
Performance Compensation
- 2024 corporate goals and weighting (company‑wide): Pipeline Development 65%; Business & Financial Operations 35% .
- Committee assessed achievement at 120% of target based on quantitative/qualitative milestones (e.g., Phase 3 CSU initiation, positive Phase 2 data, financing) .
- NEO target bonus for Dr. Heath‑Chiozzi: 40% of base; final payout approved at 120% of target, equating to $228,034 .
| Component | Weighting | 2024 Achievement | Payout vs Target |
|---|---|---|---|
| Pipeline Development | 65% | 78% (contribution to total) | 120% company‑wide factor |
| Business & Financial Operations | 35% | 42% (contribution to total) | 120% company‑wide factor |
| Executive Result (Heath‑Chiozzi) | — | — | $228,034 |
Equity Ownership & Alignment
- Beneficial ownership: 201,030 shares as of April 5, 2025 (percentage column not specified in table) .
- 2024 option exercises: 98,377 shares exercised; value realized $2,532,308 (indicates monetization activity, commonly under 10b5‑1 plans in trading windows) . Celldex requires pre‑clearance, uses trading windows/blackouts, and permits 10b5‑1 plans with cooling‑off; hedging, shorting, margining, and pledging company stock are prohibited .
- Stock ownership guidelines: Officers must meet minimum ownership multiples; as of January 1, 2025, all officers had achieved required ownership (includes Dr. Heath‑Chiozzi) .
Outstanding equity (12/31/2024) – Options by grant (vest 25% at 1‑yr, then quarterly for 12 quarters unless noted):
| Grant/Status | Shares | Exercise Price ($/sh) | Expiration |
|---|---|---|---|
| 2024 annual grant (unexercisable) | 82,000 | 36.43 | 06/13/2034 |
| 2023 grant (exercisable) | 30,000 | 36.87 | 06/15/2033 |
| 2023 grant (unexercisable) | 50,000 | 36.87 | 06/15/2033 |
| 2022 grant (exercisable) | 48,125 | 22.48 | 06/16/2032 |
| 2022 grant (unexercisable) | 28,875 | 22.48 | 06/16/2032 |
| 2021 grant (exercisable) | 54,687 | 28.00 | 06/17/2031 |
| 2021 grant (unexercisable) | 7,813 | 28.00 | 06/17/2031 |
| 2020 grant (exercisable) | 23,023 | 10.38 | 06/18/2030 |
| 2019 grant (exercisable) | 12,732 | 2.78 | 06/19/2029 |
| 2017 grant (exercisable) | 5,000 | 45.15 | 10/03/2027 |
2024 annual grant details:
| Grant Date | Award Type | Shares | Exercise Price ($/sh) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 06/13/2024 | Stock Options | 82,000 | 36.43 | 2,160,372 | 25% at 1‑yr; then quarterly over 12 quarters |
Employment Terms
- Employment agreement effective July 1, 2021; auto‑renews annually unless 90‑day notice; company may terminate without cause on 90‑day notice .
- Severance (termination without cause or for good reason, outside change‑of‑control): lump‑sum equal to 100% of base salary plus continuation of certain benefits; for Dr. Heath‑Chiozzi, modeled amounts as of 12/31/2024: $475,069 base salary; $39,654 health benefits; total $514,723; no equity acceleration shown for her in this scenario .
- Change‑of‑control (double‑trigger within 1 year): 24× monthly base salary plus 150% of highest one‑year bonus in prior two fiscal years, full acceleration of unvested equity, plus health benefits; modeled amounts as of 12/31/2024 for Dr. Heath‑Chiozzi: $950,138 base; $342,051 bonus; $80,561 equity acceleration; $39,654 health; total $1,412,404 .
- Clawback: Awards under the 2021 Omnibus Equity Plan are subject to forfeiture/recoupment under company policy and applicable law; no option repricing without shareholder approval .
- Pensions/Deferred comp: None .
Compensation Structure Analysis
- Mix: Cash (salary + annual bonus) plus long‑term equity entirely in stock options; no RSUs/PSUs reported for NEOs in 2024 .
- Market positioning: Target total comp at 50th percentile of peer group/Aon life sciences survey, with adjustments for role/performance .
- Peer group (approved Mar 2024) includes mid/late‑stage biotechs (e.g., Apellis, BridgeBio, Cytokinetics, Denali, Vir, etc.), median headcount ~341 and market cap ~$3.6B at time of selection .
- Say‑on‑pay: 98% approval at 2024 annual meeting; committee maintained performance‑based framework .
Risk Indicators & Policies Relevant to Alignment
- Anti‑hedging/anti‑pledging: Prohibits hedging, short sales, margining, and pledging of Celldex securities; pre‑clearance and trading‑window regime; 10b5‑1 plans permitted with pre‑clearance and cooling‑off .
- Ownership guidelines: All officers compliant as of Jan 1, 2025; reinforces alignment .
Investment Implications
- Pay‑for‑performance alignment: Her 2024 bonus paid at 120% consistent with company goal achievement (late‑stage pipeline execution, financing), with equity as options that require stock‑price appreciation—supportive of shareholder alignment in an R&D‑stage profile .
- Retention risk: Double‑trigger CoC protection with full acceleration and ~1.4M modeled payout provides stability through potential strategic events; outside CoC severance is modest (1x salary + benefits, no equity acceleration per table), which balances retention with cost .
- Insider selling pressure: 2024 option exercises ($2.53M value realized) point to periodic liquidity, commonly under 10b5‑1; anti‑hedging/pledging limits misalignment risk; watch Form 4s around trading windows for any acceleration of sales into data catalysts .
- Ownership: 201,030 shares beneficially owned and compliance with ownership guidelines indicate meaningful skin‑in‑the‑game, though not a controlling stake; broader TSR context shows volatility (TSR index 1,133 in 2024 vs peer 173), typical of clinical catalysts .