Tibor Keler
Celldex TherapeuticsAbout Tibor Keler
Founder and Executive Vice President & Chief Scientific Officer at Celldex Therapeutics; age 66; Ph.D. in Microbiology from the University of Pennsylvania; EVP & CSO since July 2014; previously SVP & CSO (2008–2014) and VP, Research & Discovery (2003–2008) . Company performance inputs tied to incentives: Celldex’s Compensation Committee assessed 2024 corporate goal achievement at 120% (65% pipeline, 35% business/financial) ; Pay-versus-performance disclosures show total shareholder return (value of $100 investment) and liquidity metrics, including 2024 TSR of $1,133 and year-end cash & investments of $725 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celldex Therapeutics | VP, Research & Discovery and Chief Scientific Officer | May 2003–Mar 2008 | Built discovery capabilities and foundational antibody programs |
| Celldex Therapeutics | SVP & Chief Scientific Officer | Mar 2008–Jul 2014 | Advanced antibody pipeline; progressed clinical programs |
| Celldex Therapeutics | EVP & Chief Scientific Officer | Jul 2014–Present | Drove barzolvolimab to Phase 3 initiation in CSU; multiple positive Phase 2 data sets; expanded bispecific platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medarex | Senior Director, Preclinical Development; Principal Scientist | Sep 1993–Mar 2004 | Led preclinical antibody development (foundation in immunotherapies) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 491,458 | 509,804 | 530,727 |
| Bonus ($) | 238,773 | 291,000 | 295,000 |
| Option Awards ($) | 1,551,459 | 2,610,215 | 2,450,178 |
| All Other Compensation ($) | 8,796 | 9,590 | 10,073 |
| Total ($) | 2,290,486 | 3,420,609 | 3,285,978 |
• Target annual bonus: 45% of base salary for Dr. Keler (Committee-set) .
• Base salary schedule changes (Committee decisions): 2023 base to $520,573; 2024 base to $542,573 .
Performance Compensation
Annual Cash Incentive Plan – Corporate goals and payout determination
| Component | 2023 | 2024 |
|---|---|---|
| Corporate goals weighting | Pipeline 65%; Business/Financial 35% | Pipeline 65%; Business/Financial 35% |
| Pipeline development achievement | 131% weighted contribution | 78% weighted contribution |
| Business/Financial achievement | 100% weighted contribution | 42% weighted contribution |
| Total achievement (payout factor) | 120% | 120% |
| Target bonus % of salary | 45% | 45% |
| Actual bonus payout ($) | $291,000 | $295,000 (Committee determined 121% of target for Keler) |
Key 2024 milestones underpinning payout:
• Initiated global Phase 3 program in CSU (EMBARQ-CSU1/2), presented 52-week CSU data showing 71% complete response at 150 mg Q4W; positive Phase 2 CIndU (ColdU: 53.1% CR; SD: 57.6% CR) .
• Advanced bispecific platform; initiated Phase 1 for CDX-622 in healthy volunteers .
• Strengthened balance sheet ($432M net offering; YE2024 cash & investments $725M) .
Equity Grants and Vesting
| Grant Date | Type | Shares | Exercise Price ($/sh) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 6/13/2024 | Stock Options | 93,000 | 36.43 | 25% at 1-year; remainder vests quarterly over 12 quarters | 2,450,178 |
| 6/15/2023 | Stock Options | 92,000 | 36.87 | 25% at 1-year; remainder vests quarterly over 12 quarters | 2,610,215 |
• Option exercises and vested stock (2024): none for Keler .
• Option exercises (2023): none for Keler .
Outstanding Equity Awards (as of 12/31/2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 34,500 | 57,500 | 36.87 | 6/15/2033 |
| 56,875 | 34,125 | 22.48 | 6/16/2032 |
| 79,625 | 11,375 | 28.00 | 6/17/2031 |
| 108,000 | — | 10.38 | 6/18/2030 |
| 43,140 | — | 2.78 | 6/19/2029 |
| 25,999 | — | 9.02 | 6/13/2028 |
| 10,799 | — | 34.80 | 6/15/2027 |
| 10,799 | — | 70.80 | 6/8/2026 |
| 7,766 | — | 381.15 | 6/10/2025 |
| — | 93,000 | 36.43 | 6/13/2034 |
Equity Ownership & Alignment
| Metric | 2023 (as of Apr 5, 2024) | 2025 (as of Apr 5, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 309,484 | 401,984 |
| Ownership % of outstanding | <1% | <1% |
| Presently exercisable options (within 60 days) | 302,127 (included in beneficial ownership footnote) | Not itemized in 2025 table; see outstanding awards above |
| Stock ownership guidelines | Other Executive Officers: 1× salary; all officers in compliance (Jan 1, 2024) and (Jan 1, 2025) | |
| Hedging/pledging policy | Company prohibits hedging and pledging transactions |
Employment Terms
| Provision | Term |
|---|---|
| Agreement effective date; renewal | Employment agreements effective July 1, 2021; auto-renew annually unless 90-day notice by either party |
| Without cause / good reason (non-CIC) | Lump-sum cash severance equal to 100% of base salary; continuation of certain benefits; 25% acceleration of unvested equity (for Marucci, Keler, Crowley) |
| Change-in-control (double trigger within 1 year) | 100% acceleration of unvested equity; lump-sum cash equal to 24× highest monthly base compensation in prior 24 months plus 150% of highest one-year annual bonus in prior two fiscal years; continuation of benefits |
| Termination mechanics | Company may terminate without cause on 90-days’ notice; with cause subject to 30-day cure in certain circumstances |
| Clawback | Awards subject to forfeiture/recoupment per plan/policy and applicable law |
Estimated payout tables (12/31/2024 snapshot):
• Voluntary resignation for good reason / termination without cause: total potential value $606,029 for Keler .
• Termination without cause or resignation for good reason following change of control: total potential value $1,662,509 for Keler .
Compensation Committee Analysis
• Committee members: James J. Marino (Chair), Cheryl L. Cohen, Harry H. Penner, Jr.; all independent under SEC/NASDAQ rules; met seven times in 2024 .
• Philosophy & peer benchmarking: target total compensation at ~50th percentile of peer group and Aon Global Life Sciences Survey; adjustments by performance/scope .
• Independent consultant: Aon Human Capital Solutions; Committee assessed independence and found no conflicts .
• Say-on-pay support: 98% approval at 2024 meeting ; 2025 advisory vote passed (For: 53,482,418; Against: 626,666; Abstain: 172,134) .
• 2025 equity plan amendment: shareholders approved increasing the 2021 Plan reserve to 9,500,000 shares; Amendment No.3 executed (Apr 10, 2025) .
Investment Implications
• Pay-for-performance alignment: Keler’s cash bonus is directly linked to pipeline execution and financing objectives; 2024 payout factor at 120% on strong clinical progress and liquidity build supports alignment with value creation milestones .
• Equity incentives with retention focus: Significant multi-year option grants with standard four-year vesting and no repricing provisions emphasize long-term stock price appreciation and retention; no 2023/2024 exercises by Keler mitigate near-term selling pressure .
• Change-of-control protections: Double-trigger acceleration and substantial cash multiples may increase transaction certainty but could be viewed as generous; however, single-trigger benefits are avoided, and clawback language is present .
• Ownership/pledging risk: Compliance with stock ownership guidelines and anti-hedging/anti-pledging policy reduces misalignment/pledging risk; Keler’s ownership is <1% but augmented by present and future option exercisability .
• Governance and shareholder support: Strong say-on-pay outcomes and independent committee oversight, with benchmarking against a late-stage biotech peer set, lower governance risk while the 2025 plan expansion signals expected hiring/retention needs entering commercialization .