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.

Appointment of New Officer

On January 1, 2021, Celldex Therapeutics, Inc. (the “Company” or “Celldex”) promoted Freddy Jimenez, Esq., age 52, to the newly created position of Senior Vice President and General Counsel. Mr. Jimenez served as Vice President, Law and Compliance from February 2016 to December 2020. Prior to Celldex, he served from 1999 to 2016 in roles of increasing responsibility at Johnson & Johnson including Assistant General Counsel, Senior Counsel and General Attorney. He also served from 1997 to 1999 as an Associate in the Food and Drug Practice at the law firm of Akin Gump Strauss Hauer & Feld LLP. He also held roles at Johnson & Johnson from 1991 to 1997 including FDA Liaison for the R.W. Johnson Pharmaceutical Research Institute (a Johnson & Johnson Company) and varying roles of increasing seniority in regulatory affairs and clinical research.

He received his B.A. in Biology and Certificate in the Legal Studies Program from Brandeis University and his legal training and JD from the Rutgers School of Law – Newark.

Concurrent with Mr. Jimenez’s promotion, Mr. Jimenez and the Company entered into an employment agreement dated as of January 1, 2021 (the “Employment Agreement”). The Employment Agreement provides, among other things, for: (i) an initial term through December 31, 2021 (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 $378,000; (iii) eligibility for an annual bonus having a target of 35% of his then base salary; (iv) in the event that his employment is terminated without “cause” or he 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 he 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 (v) 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): (x) accelerated vesting of any unvested Equity Awards (as defined in the Employment Agreement), (y) 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, plus 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.

Mr. Jimenez has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 hereto and is incorporated by reference herein.