Sarah Cavanaugh
Celldex TherapeuticsAbout Sarah Cavanaugh
Sarah Cavanaugh, 50, serves as Senior Vice President, Corporate Affairs & Administration at Celldex, a role she has held since June 2017. She previously led Investor Relations and Corporate Communications at Celldex (2012–2017) and holds a B.A. from the University of New Hampshire . Celldex’s 2024 corporate goals were deemed achieved at 120% by the Compensation and Organization Development Committee, and the company raised $432 million net in March 2024, ending 2024 with $725 million in cash, cash equivalents, and marketable securities—context for performance-driven pay decisions that also affect Executive Officers like Cavanaugh . As of January 1, 2025, all officers had achieved the company’s stock ownership requirements, reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Celldex Therapeutics | SVP, Corporate Affairs & Administration | Since June 2017 | Oversees corporate affairs and administration |
| Celldex Therapeutics | VP, Investor Relations & Corporate Communications | Aug 2012 – Jun 2017 | Led investor relations and corporate communications |
| MacDougall Biomedical Communications | Vice President | 2007 – 2012 | Strategic communications and investor relations for life sciences clients |
| Point Therapeutics, Inc. | Director of Corporate Communications | Former | Corporate communications for oncology-focused biotech |
| Fallon Community Health Plan | Director of Corporate Communications | Former | Corporate communications for managed care organization |
| American Cancer Society | Division Communications & Marketing Director (prior roles) | Former | Communications and marketing leadership |
External Roles
No public-company directorships or external board roles are disclosed for Cavanaugh in the executive officer biographies reviewed .
Fixed Compensation
- The proxy discloses detailed compensation only for Named Executive Officers (NEOs); Cavanaugh is not a 2024 NEO, so her base salary, target bonus, and payout amounts are not individually disclosed .
Performance Compensation
- Annual performance-based cash bonus: Executive Officers participate in a company-wide bonus program driven by pre-set corporate goals; for 2024, the Compensation and Organization Development Committee determined the company achieved 120% of corporate goals (pipeline and business/financial) .
- Equity incentives: In 2024, Executive Officer option grants carried exercise prices at 100% of grant-date fair value and vest over four years (25% at 1-year anniversary, then pro-rata quarterly), aligning incentives to long-term shareholder value .
2024 Corporate performance framework used for Executive Officer bonuses:
| Category | Weighting | 2024 goals (examples) | 2024 achievement |
|---|---|---|---|
| Pipeline Development | 65% | Progress barzolvolimab program; progress bispecific programs | 78% |
| Business & Financial Operations | 35% | Fund development and operations; execute DEI&B initiatives | 42% |
| Total assessment (Committee) | — | — | 120% (corporate goals met) |
Option awards – standard vesting and pricing for Executive Officers:
| Instrument | Exercise price | Vesting schedule | Notes |
|---|---|---|---|
| Stock options | At least 100% of grant-date fair value | 25% at 1-year; remaining quarterly over next 12 quarters | Applies to 2024 Executive Officer option grants |
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guidelines (Employees) | CEO and Executive Officers must meet minimum ownership levels; all officers were in compliance as of Jan 1, 2025 (measurement date) . |
| Anti-hedging/anti-pledging | Insider Trading Policy prohibits short sales, options, and hedging transactions; applies to all employees including Executive Officers (i.e., no pledging) . |
| Clawback | 2021 Omnibus Equity Incentive Plan awards are subject to company clawback/recoupment policies and applicable laws . |
Beneficial ownership: The proxy provides detailed beneficial ownership for directors and NEOs; an individual line for Cavanaugh is not disclosed (she is not a 2024 NEO) .
Employment Terms
| Scenario | NEO baseline terms disclosed | Applicability to Cavanaugh |
|---|---|---|
| Termination without cause / resignation for good reason | Lump-sum equal to 100% of annual base salary; continuation of certain benefits; 25% acceleration of unvested equity for certain NEOs (Marucci, Keler, Crowley) . | Not disclosed; employment agreement terms are detailed for NEOs only . |
| Change in control (Double trigger) | Upon termination without cause or resignation for good reason within 1 year post-CoC: 24× highest monthly base compensation (preceding 24 months) + 150% of highest one-year bonus in prior two fiscal years (200% for CEO); 100% acceleration of unvested equity; continuation of benefits . | Not disclosed for Cavanaugh (non-NEO in 2024) . |
Additional protections:
- Plan prohibits repricing/reduction of option exercise prices or cash-out in exchange for cancellation without shareholder approval .
Compensation Committee Analysis
- Independent consultant: Aon’s Human Capital Solutions (Aon plc). No other services provided; committee concluded no conflicts of interest .
- Peer group (approved Mar 2024) used to inform 2024 compensation: Apellis, Arcellx, Arvinas, Biohaven, Blueprint Medicines, BridgeBio, CRISPR, Cytokinetics, Denali, ImmunityBio, Immunovant, Inhibrx, Iovance, Keros, Kiniksa, Madrigal, Morphic, Protagonist, Roivant, SpringWorks, Syndax, Vaxcyte, Vir, Zentalis .
- Target market position: Committee targets 50th percentile vs. peer group and Aon survey; adjustments for individual performance and role scope .
- Say-on-Pay support: 98% approval at 2024 AGM; 97% at 2023 AGM—committee maintained performance-based approach .
Investment Implications
- Alignment and selling pressure: All officers met stock ownership requirements as of Jan 1, 2025, and the Insider Trading Policy bans hedging and pledging—reducing forced-selling/pledging risk and supporting alignment .
- Incentive risk profile: Executive equity is option-centric with four-year vesting and at-the-money pricing, creating leverage to share price upside typical of development-stage biotech; this structure promotes retention via time-based vesting while linking value to program milestones and capital markets conditions .
- Change-in-control economics: For NEOs, double-trigger cash and full acceleration can be substantial; while Cavanaugh’s specific agreement is not disclosed, NEO terms indicate the company uses market-standard protections that can influence retention and M&A dynamics .
- Pay-for-performance calibration: Corporate goal achievement at 120% in 2024 drove above-target bonuses for NEOs, signaling the committee will pay up for milestone delivery (pipeline progression, funding) which also affects Executive Officer incentives and morale in functions led by Cavanaugh (IR/corporate affairs) .
Monitoring items: The proxy does not disclose Cavanaugh’s specific salary, bonus, equity grants or ownership line item due to non-NEO status. Track future proxies and Form 4 filings for any material equity transactions or new grants that could affect near-term selling pressure or alignment .