Sam Martin
Celldex TherapeuticsAbout Sam Martin
Sam Martin, age 54, is Senior Vice President, Chief Financial Officer and Secretary of Celldex Therapeutics, serving as CFO since 2017 and with the company since 2009; he also serves as the corporate Compliance Officer under the Code of Business Conduct and Ethics . He holds an MBA from Boston University, a BS from Skidmore College, and is a Certified Public Accountant, with prior audit experience at Ernst & Young . Under his finance leadership, Celldex raised $432 million net in March 2024 and ended 2024 with $725 million in cash, cash equivalents and marketable securities, with the compensation program’s Company Selected Measure focused on year-end cash and investment balance for pay-versus-performance tracking . Over 2020–2024, Celldex’s TSR (value of $100 investment) moved from $786 to $1,133 while peer NASDAQ Pharma Subsector was $111 to $173; 2024 net loss was $157.9 million, reflecting clinical-stage investment and funding needs aligned with cash stewardship .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celldex Therapeutics | CFO & Secretary | 2017–present | Leads finance, capital markets, treasury; corporate Compliance Officer under Code |
| Celldex Therapeutics | VP, Finance | Jan 2015–Jul 2017 | Built FP&A and finance processes during pipeline expansion |
| Celldex Therapeutics | Senior Director, Finance | Aug 2011–Jan 2015 | Strengthened reporting, budgeting |
| Celldex Therapeutics | Director, Financial Reporting, Planning & Analysis | 2009–2011 | Established reporting and planning frameworks |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alseres Pharmaceuticals | Director of Finance & Corporate Compliance | Prior to Celldex | Public-company finance and compliance foundation |
| Ernst & Young LLP | Audit Manager | Prior to Alseres | Audit, controls, and GAAP expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | $425,205 | $447,771 | $466,470 |
| Annual Salary Rate at Dec 31 ($) | $457,240 | $457,240 | $477,240 |
- Target cash bonus is 40% of base salary (consistent across NEOs other than CEO/CScO) .
Performance Compensation
| Metric | Weighting/Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Corporate Goals (Pipeline Development) | 65% (company-wide) | 78% achieved | Assessed annually by Compensation Committee |
| Corporate Goals (Business & Financial Operations) | 35% (company-wide) | 42% achieved | Assessed annually |
| Overall Corporate Goal Achievement | 120% payout factor | Applied across NEOs | Paid after year-end review |
| Sam Martin Target Bonus | 40% of base salary | Final payout 120% of target; $229,076 | Annual cash bonus for 2024 |
- Bonus framework ties pay to specific milestones (Phase 3 initiation in CSU, Phase 2 data across indications, funding and DEIB initiatives), aligning incentives with value-creation drivers in pipeline progress and cash runway management .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 272,011 |
| Options Exercisable within 60 days | 243,886 |
| Ownership % of Shares Outstanding | ~0.41% (272,011 / 66,384,191) |
| Shares Pledged | Prohibited under Insider Trading Policy (Anti-Pledging) |
| Hedging/Short Sales | Prohibited for all employees and directors |
| Stock Ownership Guidelines (Employees) | Officers required to meet guideline multiples; all officers achieved compliance by Jan 1, 2025 |
- 2024 Option Exercises: Sam Martin exercised 55,919 options, realizing $1,494,160 based on methodology defined in the proxy (difference between sale price and strike or closing price if not sold) .
- Option mix favors time-vested stock options, emphasizing long-term stock price appreciation and retention; repricing/cash-out of options is prohibited without shareholder approval .
Option Grants and Vesting Detail
| Grant | Securities | Exercise Price | Vesting | Expiration | Grant-Date FV |
|---|---|---|---|---|---|
| Annual grant (Jun 13, 2024) | 81,000 options | $36.43/sh | 25% on first anniversary; remainder vest quarterly over 12 quarters | Jun 13, 2034 | $2,134,026 |
| Prior grants summary | E.g., 63,632 (exercisable) at $10.38; 4,332 at $34.80; 1,399 at $70.80; 1,399 at $381.15; various unexercisable lots across 2021–2023 grants | See left | Time-based vesting | Various: 2025–2031 | N/A |
- Grants are at fair market value on grant date; policy prohibits timing grants around MNPI and discloses market changes near the Annual Meeting 8-K; June 13, 2024 grants reflected a 4.2% decrease in closing price following the Annual Meeting 8-K context .
Employment Terms
| Provision | Details |
|---|---|
| Contract Effective Date & Term | Employment agreements effective July 1, 2021; auto-renew for one-year terms unless 90 days’ prior notice; termination without cause on 90-days’ notice; cure periods for cause |
| Severance (no change-of-control) | Lump sum equal to 100% of then-existing base salary; continuation of certain benefits; no 25% acceleration noted for Martin (25% applies to certain other NEOs) |
| Change-of-Control (Double Trigger) | If terminated without cause or resigns for good reason within 1 year post-CoC: accelerated vesting of unvested equity awards; lump sum equal to 24× highest monthly base comp in preceding 24 months + 150% of highest annual bonus in prior two fiscal years; continuation of certain benefits |
| Estimated Payments (as of 12/31/2024) | Good reason/without cause: $531,312 total (base $477,240; benefits $54,072) ; CoC double trigger: $1,441,097 total (base $954,480; bonus $343,614; equity acceleration $88,931; benefits $54,072) |
| Clawback | Awards subject to company clawback policy and applicable law |
| Non-Compete/Non-Solicit | Not specifically disclosed in proxy (skip) |
Compensation Structure and Governance
- Target pay positioning: 50th percentile vs a peer group of mid/late-stage biopharma and Aon Life Sciences survey; individual elements adjusted for performance and role scope .
- 2024 say-on-pay approval ~98%, with continued emphasis on performance-based design and option-centric long-term incentives .
- Independent compensation consultant (Aon) to advise on program design; no other services provided to Celldex; committee independence affirmed .
Investment Implications
- Alignment: Anti-hedging and anti-pledging policies plus achievement of stock ownership guidelines reduce misalignment risk; option-heavy equity emphasizes long-term TSR and retention .
- Retention/CoC economics: Double-trigger CoC protection (24 months base + 150% of bonus, full acceleration) is standard for mid-cap biotech CFOs; severance without CoC at 1× base and benefits is moderate, with limited partial acceleration not applying to Martin—suggesting balanced retention without excessive golden parachute risk .
- Trading signals: 243,886 options presently exercisable and recent 55,919 option exercises create potential near-term supply, but insider policy and blackout constraints mitigate opportunistic selling; grant pricing at FMV and no repricing reduces red-flag risk .
- Performance linkage: Bonuses tied to pipeline milestones and funding achievements (120% payout on 2024 goals including $432M raise and strong cash balance) indicate clear pay-for-performance with metrics relevant to value creation in clinical-stage biopharma .