Rita Jain
Celldex TherapeuticsAbout Rita I. Jain, M.D.
Independent director since February 2023; age 63. B.S. in biology from Long Island University and M.D. from the State University of New York at Stony Brook School of Medicine. Current public company boards: 2. Committees at CLDX: Nominating & Corporate Governance; Science & Regulatory .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChemoCentryx, Inc. | EVP & Chief Medical Officer | 2021–2022 | Board member 2019–2022 until acquisition by Amgen |
| Immunovant, Inc. | Chief Medical Officer | 2021 | Clinical leadership |
| Heartwood Biopharma Group | Chief Executive Officer | Aug 2021–Dec 2023 | CEO responsibilities |
| Akebia Therapeutics, Inc. | SVP & Chief Medical Officer | 2017–2019 | Regulatory/clinical leadership |
| AbbVie Inc. | Vice President, Clinical Development (Men’s/Women’s Health, Metabolic) | 2013–2016 | Clinical development leadership |
| Abbott Laboratories | Various leadership roles (Divisional VP Pain, Respiratory, Metabolic) | 2003–2012 | Therapeutic area leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AnaptysBio, Inc. | Director | Since Apr 2023 | Current public board |
| Provention Bio, Inc. | Director | Jan 2023–Apr 2023 | Company acquired by Sanofi Apr 2023 |
| AM-Pharma B.V. | Supervisory Board | 2020–2023 | Supervisory governance |
| ChemoCentryx, Inc. | Director | 2019–2022 | Acquired by Amgen in 2022 |
Board Governance
- Independence: The Board is majority independent; all directors other than the CEO are independent, including Dr. Jain .
- Committee memberships and meeting cadence (2024):
- Nominating & Corporate Governance Committee: Member; 4 meetings .
- Science & Regulatory Committee: Member; 5 meetings .
- Board meetings: 5 in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight: Committee charters delineate oversight across compensation (including DE&I), audit/cybersecurity, governance and related-party reviews .
Fixed Compensation
| Component | Terms | 2024 Amount (USD) |
|---|---|---|
| Annual cash retainer | $48,000 per non-employee director (effective June 2024) | $55,840 fees earned for Dr. Jain (paid in cash) |
| Committee membership fees | Nominating & Corporate Governance: $5,000; Science & Regulatory: $5,000; paid quarterly; no meeting fees | Included in cash total |
| Chair fees | Not applicable (Dr. Jain is not a chair) | — |
Performance Compensation
| Element | Grant details | Value/Terms |
|---|---|---|
| Annual stock option grant | 16,500 options to each non-employee director following 2024 Annual Meeting (June 2024) | Grant-date fair value (GAAP) $434,709 for Dr. Jain |
| Vesting/plan terms | Awards under the 2021 Omnibus Equity Incentive Plan; subject to a vesting schedule | Equity award grant policy prohibits backdating and timing grants to MNPI; director grants occur at appointment/election and annual meeting |
| Performance metrics tied to director comp | None disclosed for directors; compensation consists of cash retainers and stock options |
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock |
|---|---|---|
| AnaptysBio, Inc. | Biotech | No related-party transactions disclosed with CLDX |
| Provention Bio, Inc. | Biotech | No related-party transactions disclosed with CLDX |
| AM-Pharma B.V. | Biopharma | No related-party transactions disclosed with CLDX |
| ChemoCentryx, Inc. | Biotech | No related-party transactions disclosed with CLDX |
Expertise & Qualifications
- Deep scientific/clinical development expertise across multiple therapeutic areas (pain, respiratory, metabolic, autoimmune) with senior medical leadership roles at Abbott/AbbVie, Akebia, Immunovant and ChemoCentryx .
- Regulatory and supervisory experience (AM-Pharma Supervisory Board); current public board service at AnaptysBio .
- Medical degree and extensive clinical development leadership underpin contributions to CLDX’s Science & Regulatory oversight .
Equity Ownership
| Metric | As of/Policy | Value |
|---|---|---|
| Beneficial ownership (shares) | April 5, 2025 | 11,400 shares (includes options exercisable within 60 days) |
| % of shares outstanding | April 5, 2025 | Less than 1% (based on 66,384,191 shares outstanding) |
| Presently Exercisable Options included | Within 60 days of April 5, 2025 | 11,400 options |
| Anti-hedging/anti-pledging | Insider Trading Policy prohibits hedging, pledging, short sales, options transactions | |
| Director stock ownership guideline | 3x annual retainer; compliance assessed annually | Dr. Jain has until Jan 1, 2028 to meet guideline |
Governance Assessment
- Strengths: Independent director with strong clinical/regulatory background; active engagement on Science & Regulatory and Nominating & Corporate Governance Committees; attendance ≥75%; anti-hedging/anti-pledging policy and majority-independent board enhance investor alignment .
- Alignment: Receives annual options; stock ownership guideline in place for non-employee directors; Jain’s compliance deadline Jan 2028 provides time to build “skin in the game” .
- Compensation oversight quality: Compensation Committee uses independent consultant (Aon Human Capital Solutions) and targets 50th percentile peer benchmarks; Aon provided no other services and was assessed as independent, mitigating consultant conflicts .
- Conflicts/related party exposure: Company states no related-party transactions >$120,000 since Jan 1, 2024; governance processes include annual D&O questionnaires and Audit Committee review of related parties .
- RED FLAGS (monitor): Low current beneficial ownership (<1%) with ownership comprised of presently exercisable options may indicate limited downside alignment until guideline compliance is achieved; continue to monitor progress toward 3x retainer by Jan 2028 .
Notes:
- Board leadership: Independent Chair in 2024; committees led by independent chairs; board met 5 times in 2024 .
- Committee risk oversight: Clear delineation across audit/cybersecurity, compensation/DE&I, governance/related parties .