CLDX Celldex Therapeutics Inc

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, Avery W. Catlin, former Senior Vice President and Chief Financial Officer of Celldex Therapeutics, Inc. (the “Company” or “Celldex”), retired on June 30, 2017 and Sam Martin, age 46, was promoted to the position of Senior Vice President and Chief Financial Officer on July 1, 2017.    Mr. Martin joined Celldex as the Director of Financial Reporting, Planning and Analysis in April 2009 and has held roles of increasing responsibility and leadership. Prior to joining Celldex, Mr. Martin served as the Director of Finance and Corporate Compliance for Alseres Pharmaceuticals, Inc., where he was responsible for managing the financial and SEC reporting and the annual budget and planning process. Mr. Martin began his career at Ernst & Young LLP, holding various positions prior to completing his tenure as Audit Manager, where he provided audit, review, due diligence and consulting services to public and private companies in the biotechnology, medical device, health care, high technology, manufacturing and consumer product industries. Mr. Martin received an M.B.A. from Boston University, a B.S. from Skidmore College and is a Certified Public Accountant.

Concurrent with Mr. Martin’s promotion, Mr. Martin and the Company entered into an employment agreement dated as of July 1, 2017 (the “Employment Agreement”). The Employment Agreement provides, among other things, for:  (i) an initial term through December 31, 2017 (the “Initial Term”), subject to automatic renewal for successive one year terms unless either party provides ninety (90) days prior written notice of its intent not to renew; (ii) an annual base salary of $293,000; (iii) eligibility for an annual bonus having a target of 35% of his then base salary; and (iv) in the event that his employment is terminated without “cause” or she resigns “for good reason” (each as defined in the Employment Agreement), or his employment is terminated at the end of the Initial Term or a Renewal Term as the result of the Company providing notice of non-renewal: (x) a lump sum cash severance payment equal to 100% of the Executive’s then existing annual base salary (not including bonus) and (y) in the event she timely elects to continue his health insurance employee benefits pursuant to COBRA, monthly payments equal to the applicable COBRA costs for a period of eighteen months (the “Supplemental Payments”) and (iv) in the event of termination without “cause” or resignation “for good reason” by the Executive within one year immediately following a Change in Control (as defined in the Employment Agreement): (w) accelerated vesting of any unvested Equity Awards (as defined in the Employment Agreement), (x) a lump sum cash payment equal to twenty-four (24) times Executive’s highest monthly base compensation (not including bonus) during the twenty-four month period prior to the date of termination, (y) 150% of the highest annual discretionary bonus received by the Executive during the two full fiscal years prior to the date of termination  and (z) the Supplemental Payments.

The foregoing description of the Employment Agreement is intended to be a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 and is incorporated by reference herein.