Richard Wright
Celldex TherapeuticsAbout Richard Wright
Richard M. Wright, Ph.D., is Senior Vice President and Chief Commercial Officer of Celldex Therapeutics, serving in this role since July 2015 after joining Celldex in April 2012 as Vice President, Commercial Operations. He holds a B.S. (Rutgers), M.S./Ph.D. in Microbiology and Molecular Genetics (UMDNJ/Rutgers), and an M.B.A. in Marketing and Finance (Columbia). He is 61 years old as of the latest proxy and has led U.S. immunology and commercial organizations at large pharma and consulting firms before Celldex . Company performance context: Celldex’s 2024 pay-versus-performance table shows a TSR value of 1,133 (from a $100 base), a net loss of $157.9 million, and year-end cash and investments of $725.3 million, set against a pipeline advancing into Phase 3 in CSU—key drivers for compensation and incentive design at Celldex .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Celldex Therapeutics | VP, Commercial Operations | Apr 2012 – Jul 2015 | Built commercial groundwork prior to CCO role |
| Navigant Consulting | Managing Director | Nov 2010 – Apr 2012 | Led life sciences commercial consulting engagements |
| Bristol-Myers Squibb | SVP, U.S. ImmunoScience Division | Sep 2003 – Oct 2010 | Senior leadership across U.S. immunology commercialization |
| Novartis Pharmaceuticals | Executive Director, Transplant & Immunology Sales | Oct 1992 – Sep 2003 | Ran immunology-focused field organization |
External Roles
| Organization | Role | Years |
|---|---|---|
| Seaver Foundation (Mount Sinai) | Scientific Advisory Board member | Not disclosed (active at time of 2024 proxy) |
Fixed Compensation
- Individual base salary and annual cash bonus outcomes for Dr. Wright are not disclosed; Celldex’s detailed compensation tables cover only Named Executive Officers (NEOs), and Dr. Wright was not an NEO in 2024-2025 .
- Program context for NEOs (for benchmarking the framework): 2024 target bonus levels were 60% of base (CEO), 45% (EVP/CSO), and 40% (other NEOs), with actual payouts driven by corporate goal achievement; 2024 performance was assessed at 120% of target for corporate goals and bonuses paid accordingly .
Performance Compensation
Celldex runs a pay-for-performance annual bonus plan anchored to corporate operating and pipeline goals set at the start of each year. For 2024, the Committee evaluated progress across barzolvolimab (CSU/CIndU Phase 3/2 programs) and business/financial objectives.
| 2024 Metric | Weight | Target | Actual Achievement | Payout Factor |
|---|---|---|---|---|
| Pipeline development | 65% | 100% | 78% | — |
| Business & financial operations | 35% | 100% | 42% | — |
| Total corporate score | 100% | 100% | 120% | 120% |
Notes:
- The Committee approved 2024 bonuses for NEOs based on the 120% corporate factor plus individual performance; the same framework governs Executive Officers broadly, though Wright’s individual payout is not disclosed .
- Long-term incentives are stock options with 10-year terms and service-based vesting; Celldex has historically granted options—not RSUs/PSUs—under its 2021 Plan through March 31, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct common shares (post 6/3/2024 transactions) | 20,833 shares (direct) |
| Options outstanding (post 6/3/2024) | 13,531 options @ $28.00 exp. 6/17/2031; vesting 25% on 6/17/2022 then quarterly over 12 quarters |
| 23,625 options @ $22.48 exp. 6/16/2032; vesting 25% on 6/16/2023 then quarterly over 12 quarters | |
| Recent grant vesting cadence | Options granted 6/13/2024 to Wright vest 25% on 6/13/2025; remainder quarterly over 12 quarters (Form 4 footnote) |
| Aggregate vesting policy | Options generally vest over 4 years (25% after 1 year, then quarterly) |
| Ownership policy (Execs) | Stock ownership guidelines apply to Executive Officers; assessment as of 1/1/2025 shows all officers achieved required ownership levels |
| Hedging/pledging | Insider Trading Policy includes Anti-Hedging and Anti-Pledging; prohibits short sales, options and hedging transactions |
| Ownership as % of SO | ~0.03% based on 20,833 shares vs. 66,384,191 shares outstanding as of 4/5/2025 (approximate) |
Insider activity and potential selling pressure
- On 6/3/2024 Wright exercised 20,625 options at $2.78, 28,469 at $28.00, and 18,375 at $22.48, then sold 27,580 shares at a $33.5264 weighted average and 19,264 at a $33.9854 weighted average; post-transactions, direct holdings were 20,833 shares and derivative balances adjusted as above .
- Celldex’s equity award grant policy formalizes timing to avoid backdating and grants awards on a scheduled cadence (e.g., annual meeting date for annual awards), reducing MNPI timing risk .
Employment Terms
| Provision | Status/Detail |
|---|---|
| Employment agreement (individual) | Not specifically disclosed for Wright in the proxy (NEO employment agreements summarized for CEO, CSO, CPO, Head of Regulatory, and CFO) . |
| Severance (non-CIC) | For certain NEOs: 100% of base salary lump sum (200% for CEO) if terminated without cause/for good reason; plus 25% equity acceleration for specified executives. Wright’s individual terms not disclosed . |
| Change-in-control (CIC) | For certain NEOs within 1 year post-CIC: accelerated vesting and lump sum cash equal to 24× highest monthly base comp plus 150% of the highest annual bonus in the past two years (200% for CEO). Wright’s individual terms not disclosed . |
| Equity plan CIC tools | Committee may accelerate vesting, modify conditions, or cash-settle awards upon CIC; may cancel underwater awards without consideration . |
| Non-compete/Non-solicit | Not disclosed for Wright. |
| Clawback | Not specifically disclosed in proxy. |
| Deferred comp/Pension | Company states no nonqualified deferred comp for NEOs; Wright not an NEO—no specific disclosure for him . |
Compensation Structure Analysis
- Equity-heavy, option-only model: Through March 31, 2025 the company granted only stock options under the 2021 Plan, not RSUs/PSUs—this preserves upside leverage but increases volatility exposure for executives; grants vest over 4 years (25%/quarterly) supporting retention .
- Short-term incentives tied to development and funding milestones: Annual bonuses are driven by corporate goals weighted toward pipeline progress (65%) and business/financial execution (35%); 2024 payout factor was 120% on corporate metrics, reflecting substantial pipeline advancement (CSU/CIndU) and funding progress .
- Pay positioning and peer benchmarking: The committee targets the 50th percentile of peers/Aon life sciences survey, adjusting for role scope/performance—mitigating pay inflation risk but implying potential increases as commercialization nears .
- Policy protections: Anti-hedging/anti-pledging policy and formal equity grant calendar reduce misalignment/optics risks; all officers met ownership guidelines by 1/1/2025, supporting alignment .
- No related-party transactions: The company reports no related-person transactions since January 1, 2023—lower governance red-flag risk .
Investment Implications
- Alignment and retention: Wright’s option-heavy grants vesting over four years, established ownership compliance, and anti-hedging/anti-pledging policy signal long-term alignment; however, option exercises and sales (June 2024) indicate periodic liquidity, a potential (manageable) selling overhang near vest/expiration windows .
- Commercial readiness leverage: As CCO, Wright’s incentives are tied to pipeline-to-commercial transitions (e.g., barzolvolimab). The board expanded the 2021 Plan’s share reserve in 2025 to support hiring and commercialization—expect continued option grants, contributing to dilution but aligning incentives to launch execution .
- Performance linkage: Annual cash incentives are driven by pipeline and funding milestones, not revenue/EBITDA—appropriate for a pre-revenue biotech but implies bonus variability tied to clinical outcomes and balance sheet strength (year-end cash/investments and TSR featured in pay-versus-performance) .
- Contractual visibility: Individual severance/change-in-control economics for Wright are not disclosed, limiting precision on retention risk in strategic scenarios; plan-level CIC tools permit acceleration/cash settlement that could reduce overhang in a sale but may result in one-time payouts .
Overall, Wright’s compensation and ownership profile reflect a classic late-stage biotech commercial leader: heavy option exposure with clear vesting schedules, policy-driven governance, and incentives tied to advancing the pipeline to commercial readiness. Investors should monitor Form 4 activity around vest dates and major clinical catalysts, as well as plan share usage as commercialization approaches .
Citations:
- Executive bio and age:
- 2024 goals, payout, and bonus framework:
- Equity grant/vesting policy:
- Options-only awards (through 3/31/2025):
- Ownership guidelines and compliance:
- Insider Trading Policy (Anti-Hedging and Anti-Pledging):
- Pay vs Performance table (TSR, net loss, cash/investments):
- Plan CIC flexibility:
- Share reserve increase context: ; 8-K confirmation of shareholder approval:
- Form 4s (holdings, exercises, vesting schedules, and sales):
- Shares outstanding for ownership percentage:
- Related-party transactions statement: