Ronald Pepin
Celldex TherapeuticsAbout Ronald Pepin
Ronald Pepin, Ph.D., is Senior Vice President and Chief Business Officer at Celldex Therapeutics; age 69, in role since 2011, with a B.A. from Tufts University and a Ph.D. in Genetics from Georgetown University . Prior roles include VP, Shire Pharmaceuticals (2010–2011), SVP Business Development at Medarex (2000–2009), and Executive Director of External Science & Technology at Bristol-Myers Squibb, underscoring deep BD and partnering expertise in biopharma . Company performance context during his tenure: Celldex’s Pay-Versus-Performance table shows CAP-linked TSR rising meaningfully versus the NASDAQ Pharma subsector, and net losses consistent with clinical-stage investment: 2021–2023 net loss of $(70.5)mm, $(112.3)mm, $(141.4)mm and year-end cash & investments of $408.3mm, $305.0mm, $423.6mm, respectively . Company-level 2024 goals achieved at 120% payout factor, reflecting pipeline and funding progress (Phase 3 CSU, 2024 financing) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shire Pharmaceuticals | Vice President | Jun 2010 – Apr 2011 | Commercial/business leadership supporting portfolio growth |
| Medarex (now part of Bristol-Myers Squibb) | Senior Vice President, Business Development | Aug 2000 – Dec 2009 | Led BD transactions; external innovation sourcing |
| Bristol-Myers Squibb Company | Executive Director, External Science & Technology | Not disclosed | External innovation and partnerships |
External Roles
No public-company directorships or external board roles disclosed for Pepin in the proxy statements .
Fixed Compensation
Celldex’s executive pay framework is consistent across officers: base salary reviewed annually; target bonus percentages are set by role; and equity compensation delivered via stock options under the 2021 Omnibus Plan . Pepin is not listed as a Named Executive Officer (NEO) in 2024/2025 SCTs, so individual salary/bonus values are not disclosed; policies below apply company-wide.
| Element | Policy Detail | Applies To | 2024 Outcome |
|---|---|---|---|
| Base Salary | Competitive vs peer group; reviewed annually by Compensation Committee | All Executive Officers | Committee implemented 4.2%–6.9% increases for NEOs; Pepin-specific not disclosed |
| Target Annual Bonus % | CEO 60%; CSO 45%; Other Executive Officers 40% of base salary | Role-based targets; “Other Executive Officers” category includes officers beyond CEO/CSO | Company achieved 120% against corporate goals; individual payouts vary; Pepin-specific not disclosed |
| Equity Awards (Options) | Options at FMV; vest 25% at 1-year, then quarterly over 12 quarters; 10-year term | All participants under 2021 Plan | Option grants awarded annually; Pepin-specific awards not in SCT |
Performance Compensation
Company annual incentive design links bonuses to corporate goals spanning pipeline execution and business/funding. The Compensation Committee assessed 2024 performance and applied a 120% payout factor for NEOs; Pepin’s individual payout is not disclosed .
| Metric | Weighting | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| Pipeline Development | 65% | Advance barzolvolimab (initiate Phase 3 CSU; report data); progress bispecific platform | 78% achievement; Phase 3 CSU initiated; multiple positive datasets; CDX-622 Ph1 started | Company-wide 120% factor applied to bonuses | Annual cash bonus paid post fiscal year |
| Business & Financial Operations | 35% | Fund programs; execute DEI&B initiatives | 42% achievement; $432mm net offering; YE cash/marketable securities $725mm | Company-wide 120% factor applied to bonuses | Annual cash bonus paid post fiscal year |
Equity Ownership & Alignment
| Policy/Item | Details | Status |
|---|---|---|
| Stock Ownership Guidelines (Employees) | CEO: 3x salary; Other Executive Officers: 1x salary; calculation includes direct holdings and 70% of net value of vested options/RSUs; compliance due by Jan 1, 2026 or 5 measurement dates post-appointment | At Jan 1, 2025, all officers had achieved required stock ownership (implies Pepin compliant) |
| Anti-Hedging/Anti-Pledging | Insider Trading Policy prohibits short sales, options, hedging, and pledging for all employees and directors | Policy in effect; no pledging disclosed |
| Beneficial Ownership | Individual line items for Pepin not separately shown in the security ownership tables; executive officers as a group: 3,226,321 shares (including options deemed outstanding) as of Apr 5, 2025 | Pepin included in group totals; specific share count not disclosed |
Note on insider selling pressure: Form 4 search returned no Pepin-specific filings in recent results; absence of filings in the search window means no evidence captured of recent insider transactions, but may not be exhaustive (tool returned no results) [Search returned no Form 4 results].
Employment Terms
Pepin’s individual employment agreement terms are not disclosed in the SCT sections; Celldex states it enters employment agreements with Named Executive Officers, and standard change-in-control provisions apply to NEOs. The 2021 Omnibus Plan and executive contracts include clawback coverage .
| Term | Company (NEO Standard) | Pepin Disclosure |
|---|---|---|
| Severance (no cause/good reason) | Lump sum equal to 100% of base salary (200% CEO); continuation of benefits; partial acceleration of unvested equity for certain roles | Not disclosed for Pepin individually in proxies |
| Change-in-Control (double-trigger) | Lump sum equal to 24x highest monthly base comp + 150% of highest annual bonus (200% CEO); 100% acceleration of unvested equity | Not disclosed for Pepin individually in proxies |
| Equity Vesting (standard options) | 25% after 1 year, remaining quarterly over 12 quarters; 10-year term; no repricing without shareholder approval | Plan terms apply to all awardees; no Pepin-specific grant detail in SCT |
| Clawback | Awards subject to clawback/recoupment per policy and applicable law | Applies company-wide |
| Restrictive covenants | Executives subject to NDIAA and restrictive covenants per company agreements; example terms shown in other executive agreements (confidentiality, non-solicit) | Pepin’s specific covenants not disclosed in proxies |
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Net Loss ($USD Thousands) | $(70,511) | $(112,325) | $(141,429) |
| Year-end Cash & Investments ($USD Thousands) | $408,250 | $304,952 | $423,598 |
| Value of $100 Investment – Celldex TSR | $1,733 | $1,999 | $1,778 |
| Value of $100 Investment – NASDAQ Pharma Subsector TSR | $137 | $153 | $159 |
Compensation Structure Analysis
- Mix and risk: Heavy emphasis on performance-linked annual bonus and long-term stock options aligns pay to pipeline milestones and shareholder value; option vesting promotes retention and commitment to multi-year execution .
- Shift toward RSUs vs options: Not evidenced; equity grants to executives are stock options under the 2021 Plan; no RSU/PSU awards highlighted for NEOs in 2024 SCT .
- Governance signals: Anti-hedging and anti-pledging reduce misalignment risk; clawback coverage strengthens governance; Say-on-Pay support was ~98% in 2024, indicating shareholder approval of pay practices .
- Peer benchmarking: Peer group updated in 2024 reflects mid-to-late-stage biopharma and market cap/hiring realities; compensation targeted at 50th percentile with adjustments for performance/contribution .
Equity Ownership & Alignment (Skin-in-the-game)
- Ownership guidelines met by all officers as of Jan 1, 2025, implying Pepin complies with 1x salary threshold; anti-pledging policy is a strong positive alignment factor .
- Individual beneficial holdings for Pepin not broken out in the ownership tables; group totals disclosed (Executive officers and directors, Apr 5, 2025) .
Employment Terms (Retention Risk)
- Retention incentives: Time-based stock option vesting (1-year cliff + quarterly vest) creates steady retention hooks .
- Severance/CIC standards: Strong double-trigger protection for NEOs may improve stability through strategic events; Pepin’s specific terms not disclosed, but company practice suggests similar constructs in executive contracts .
- Non-compete/non-solicit/confidentiality: Company utilizes NDIAA and restrictive covenant frameworks with executives; Pepin’s specific covenants not disclosed .
Investment Implications
- Alignment: Long-tenured CBO with BD pedigree across Medarex/BMS; ownership guideline compliance and anti-pledging/anti-hedging reduce misalignment risk .
- Retention: Standard option vesting cadence supports retention; lack of disclosed Pepin-specific severance/CIC terms introduces limited uncertainty vs NEOs, but company-wide practices suggest similar protections .
- Trading signals: No Pepin Form 4s surfaced in recent tool search; combined with anti-hedging/anti-pledging, near-term insider selling pressure appears limited, though absence of filings is not definitive [Search returned no Form 4 results] .
- Performance linkage: Company bonuses are tied to pipeline and funding milestones (120% payout factor in 2024), aligning executive incentives—including Pepin’s category—to milestone-driven value creation, especially Phase 3 CSU and capital raises .
Notes: Pepin was not a Named Executive Officer in 2024/2025 SCTs; specific salary, bonus paid, and option grant values for him are not disclosed in the proxies. Company-wide policies and outcomes are cited where applicable .