Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On December 14, 2016, upon the recommendation of the Nominating and Corporate Governance Committee of Celldex Therapeutics, Inc. (the Company or Celldex) and in accordance with the terms of that certain Agreement and Plan of Merger, dated as of November 1, 2016, (Merger Agreement) by and among Kolltan Pharmaceuticals, Inc. (Kolltan), the Company, Connemara Merger Sub 1 Inc. and Connemara Merger Sub 2 LLC, Celldex appointed Gerald McMahon, Ph.D., age 62, effective immediately, to fill the vacant director position created by the resignation of Richard A. van den Broek. Dr. McMahon will hold this position until the next annual meeting of the Companys shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Prior to Celldexs acquisition of Kolltan, Dr. McMahon served as President and Chief Executive Officer and a member of the board of directors of Kolltan, a private clinical-stage biopharmaceutical company focused on the discovery and development of novel antibody-based drugs targeting receptor tyrosine kinases, or RTKs, for the treatment of cancer and other diseases with significant unmet need. Prior to joining Kolltan, Dr. McMahon served as Senior Vice President of Oncology at MedImmune LLC, a wholly owned subsidiary of the healthcare company AstraZeneca AB, or AstraZeneca, from October 2010 to May 2012. From 2006 to 2008, Dr. McMahon served as the Chairman and Chief Executive Officer of the pharmaceutical company NeoRx Corp. From 2008 to 2011, Dr. McMahon served as the Chairman and Chief Executive Officer of Poniard Pharmaceuticals, Inc. Previously, Dr. McMahon served as a business executive in the healthcare and biotechnology industries at companies such as Pfizer Inc., Pharmacia Corporation, and Sandoz, Inc. Dr. McMahon also previously served as President of Sugen Inc., a pharmaceutical company. Dr. McMahon holds a B.S. in biology and a Ph.D. in biochemistry from Rensselaer Polytechnic Institute. In addition, Dr. McMahon has served as a member of the board of directors of Mateon Therapeutics, Inc. (NASDAQ: MATN), formerly known as OXiGENE, Inc. since September 2011.
Dr. McMahon will participate in the Companys standard non-employee director compensation plan, including an initial option grant to purchase 8,000 shares of the Companys common stock upon joining the Board, an annual cash retainer fee of $45,000, an annual award of 10,000 shares of the Companys restricted stock and an annual stock option grant to purchase 15,000 shares of the Companys common stock.
Pursuant to the terms of the Merger Agreement, Celldex is obligated to issue Dr. McMahon up to 267,356 shares in lieu of certain cash severance obligations and cash severance payments of $228,800. Such share and cash amounts are subject to withholding. The shares will be issued to Dr. McMahon in 24 equal monthly installments, commencing in the first quarter of 2017. Furthermore, under the terms of the Merger Agreement, Celldex agreed to file with the Securities Exchange Commission, a registration statement covering the resale of the shares of Celldex common stock issued pursuant to the terms of the Merger Agreement, including the shares issued to Dr. McMahon in lieu of cash severance obligations.
Departure of Director
On December 14, 2016, Richard A. van den Broek resigned from the Board, effective immediately, due to increasing responsibilities in other endeavors. Mr. van den Broek indicated that his resignation was not
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