XML 12 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
pure in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance Table
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, below is disclosure regarding executive compensation for our principal Executive Officer (“PEO,” also known as our CEO), and other NEOs and company financial performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Pursuant to SEC rules, the information in this “Pay Versus Performance Disclosure” section shall not be deemed to be incorporated by reference into any Celldex filing under the Securities Act or Exchange Act, unless expressly incorporated by specific reference in such filing.
(a)
​ ​
(b)
​ ​
(c)
​ ​
(d)
​ ​
(e)
​ ​
(f)
​ ​
(g)
​ ​
(h)
​ ​
(i)
​
Fiscal year ended
December 31, 		​ ​
Summary
Compensation
Table Total for
PEO
​ ​
Compensation
Actually
Paid to PEO(2)
​ ​
Average Summary
Compensation
Table Total for
Non-PEO NEOs(1)
​ ​
Average
Compensation
Actually Paid to
Non-PEO NEOs(2)
​ ​
Value of Initial
Fixed $100
Investment Based
on Total
Shareholder
Return
​ ​
Value of Initial
Fixed $100
Investment Based
on Peer Group
Total Shareholder
Return(3)
​ ​
Net Loss (in
thousands)
​ ​
Year-end cash &
investment balance
(in thousands)(4)
​
2022
​ ​ ​ $ 5,401,283 ​ ​ ​ ​ $ 10,096,324 ​ ​ ​ ​ $ 2,055,757 ​ ​ ​ ​ $ 3,596,459 ​ ​ ​ ​ $ 1,999 ​ ​ ​ ​ $ 153 ​ ​ ​ ​ $ (112,325) ​ ​ ​ ​ $ 304,952 ​ ​
2021
​ ​ ​ $ 6,045,894 ​ ​ ​ ​ $ 13,902,770 ​ ​ ​ ​ $ 2,390,179 ​ ​ ​ ​ $ 5,115,872 ​ ​ ​ ​ $ 1,733 ​ ​ ​ ​ $ 137 ​ ​ ​ ​ $ (70,511) ​ ​ ​ ​ $ 408,250 ​ ​
2020
​ ​ ​ $ 3,006,668 ​ ​ ​ ​ $ 6,390,027 ​ ​ ​ ​ $ 1,322,858 ​ ​ ​ ​ $ 2,705,672 ​ ​ ​ ​ $ 786 ​ ​ ​ ​ $ 111 ​ ​ ​ ​ $ (59,780) ​ ​ ​ ​ $ 194,422 ​ ​
​
(1)
As reflected elsewhere herein, our Non-PEO NEOs for 2022 were Tibor Keler, Ph.D., Sam Martin, Margo-Heath Chiozzi, M.D. and Diane C. Young, M.D. Our Non-PEO NEOs for 2021 were Tibor Keler, Ph.D., Freddy Jimenez, Sam Martin and Diane C. Young, M.D. Our Non-PEO NEOs for 2020 were Tibor Keler, Ph.D., Elizabeth Crowley, Margo-Heath Chiozzi, M.D. and Sam Martin.
​
(2)
The following table outlines the adjustments made to the compensation earned by the Company’s PEO and other NEOs, as presented in the Summary Compensation Table, to derive the compensation actually paid to the Company’s PEO and other NEOs.
​
​ ​ ​
Adjustments
​
​ ​ ​
Summary
Compensation
Table Total
​ ​
Less: Grant Date
Fair Value of
Option Awards
Granted during
the Fiscal Year(a)
​ ​
Add: Year-End Fair
Value of Outstanding
and Unvested Option
Awards Granted
during the Fiscal Year(b)
​ ​
Adjust for Change in
Fair Value of
Outstanding and
Unvested Option
Awards Granted in
Prior Fiscal Years(b)
​ ​
Adjust for Change in
Fair Value of Option
Awards Granted in
Prior Fiscal Years
that Vested During
the Fiscal Year(b)
​ ​
Compensation
Actually Paid
​
PEO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ $ 5,401,283 ​ ​ ​ ​ ​ (4,262,250) ​ ​ ​ ​ ​ 9,362,250 ​ ​ ​ ​ ​ 1,051,936 ​ ​ ​ ​ ​ (1,456,895) ​ ​ ​ ​ $ 10,096,324 ​ ​
2021
​ ​ ​ $ 6,045,894 ​ ​ ​ ​ ​ (4,868,797) ​ ​ ​ ​ ​ 6,697,600 ​ ​ ​ ​ ​ 3,863,005 ​ ​ ​ ​ ​ 2,165,068 ​ ​ ​ ​ $ 13,902,770 ​ ​
2020
​ ​ ​ $ 3,006,668 ​ ​ ​ ​ ​ (1,950,788) ​ ​ ​ ​ ​ 3,516,240 ​ ​ ​ ​ ​ 1,261,828 ​ ​ ​ ​ ​ 556,079 ​ ​ ​ ​ $ 6,390,027 ​ ​
Average Non-PEO NEOs
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ $ 2,055,757 ​ ​ ​ ​ ​ (1,402,280) ​ ​ ​ ​ ​ 3,080,180 ​ ​ ​ ​ ​ 394,595 ​ ​ ​ ​ ​ (531,793) ​ ​ ​ ​ $ 3,596,459 ​ ​
2021
​ ​ ​ $ 2,390,179 ​ ​ ​ ​ ​ (1,744,290) ​ ​ ​ ​ ​ 2,399,475 ​ ​ ​ ​ ​ 1,365,289 ​ ​ ​ ​ ​ 705,219 ​ ​ ​ ​ $ 5,115,872 ​ ​
2020
​ ​ ​ $ 1,322,858 ​ ​ ​ ​ ​ (759,613) ​ ​ ​ ​ ​ 1,369,181 ​ ​ ​ ​ ​ 536,806 ​ ​ ​ ​ ​ 236,440 ​ ​ ​ ​ $ 2,705,672 ​ ​
​
(a)
Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.
​
(b)
Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.
​
(3)
The Peer Group TSR set forth in this table utilizes the NASDAQ Pharmaceutical (Subsector) Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report on Form 10-K for the year ended
​
​
 
December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in our company and in the NASDAQ Pharmaceutical (Subsector) Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not indicative of future stock performance.
(4)
Our Company Selected Measure is calculated as follows: Year-end cash and investment balance (in thousands), which is calculated by adding the cash, cash equivalents and marketable securities from our consolidated balance sheet. Identifying a Company Selected Measure is a matter of opinion. Other companies, including our peer companies, may utilize different measures as a basis for compensation or may utilize similar measures that are calculated in a manner that is different from the manner in which we calculate that measure. We may change the Company Selected Measure from year to year, depending upon a number of factors relating to our business.
   
Company Selected Measure Name Year-end cash & investment balance    
Named Executive Officers, Footnote [Text Block]
(1)
As reflected elsewhere herein, our Non-PEO NEOs for 2022 were Tibor Keler, Ph.D., Sam Martin, Margo-Heath Chiozzi, M.D. and Diane C. Young, M.D. Our Non-PEO NEOs for 2021 were Tibor Keler, Ph.D., Freddy Jimenez, Sam Martin and Diane C. Young, M.D. Our Non-PEO NEOs for 2020 were Tibor Keler, Ph.D., Elizabeth Crowley, Margo-Heath Chiozzi, M.D. and Sam Martin.
   
Peer Group Issuers, Footnote [Text Block]
(3)
The Peer Group TSR set forth in this table utilizes the NASDAQ Pharmaceutical (Subsector) Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report on Form 10-K for the year ended
​
​
 
December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in our company and in the NASDAQ Pharmaceutical (Subsector) Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not indicative of future stock performance.
   
PEO Total Compensation Amount $ 5,401,283 $ 6,045,894 $ 3,006,668
PEO Actually Paid Compensation Amount $ 10,096,324 13,902,770 6,390,027
Adjustment To PEO Compensation, Footnote [Text Block]
(2)
The following table outlines the adjustments made to the compensation earned by the Company’s PEO and other NEOs, as presented in the Summary Compensation Table, to derive the compensation actually paid to the Company’s PEO and other NEOs.
​
​ ​ ​
Adjustments
​
​ ​ ​
Summary
Compensation
Table Total
​ ​
Less: Grant Date
Fair Value of
Option Awards
Granted during
the Fiscal Year(a)
​ ​
Add: Year-End Fair
Value of Outstanding
and Unvested Option
Awards Granted
during the Fiscal Year(b)
​ ​
Adjust for Change in
Fair Value of
Outstanding and
Unvested Option
Awards Granted in
Prior Fiscal Years(b)
​ ​
Adjust for Change in
Fair Value of Option
Awards Granted in
Prior Fiscal Years
that Vested During
the Fiscal Year(b)
​ ​
Compensation
Actually Paid
​
PEO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ $ 5,401,283 ​ ​ ​ ​ ​ (4,262,250) ​ ​ ​ ​ ​ 9,362,250 ​ ​ ​ ​ ​ 1,051,936 ​ ​ ​ ​ ​ (1,456,895) ​ ​ ​ ​ $ 10,096,324 ​ ​
2021
​ ​ ​ $ 6,045,894 ​ ​ ​ ​ ​ (4,868,797) ​ ​ ​ ​ ​ 6,697,600 ​ ​ ​ ​ ​ 3,863,005 ​ ​ ​ ​ ​ 2,165,068 ​ ​ ​ ​ $ 13,902,770 ​ ​
2020
​ ​ ​ $ 3,006,668 ​ ​ ​ ​ ​ (1,950,788) ​ ​ ​ ​ ​ 3,516,240 ​ ​ ​ ​ ​ 1,261,828 ​ ​ ​ ​ ​ 556,079 ​ ​ ​ ​ $ 6,390,027 ​ ​
Average Non-PEO NEOs
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ $ 2,055,757 ​ ​ ​ ​ ​ (1,402,280) ​ ​ ​ ​ ​ 3,080,180 ​ ​ ​ ​ ​ 394,595 ​ ​ ​ ​ ​ (531,793) ​ ​ ​ ​ $ 3,596,459 ​ ​
2021
​ ​ ​ $ 2,390,179 ​ ​ ​ ​ ​ (1,744,290) ​ ​ ​ ​ ​ 2,399,475 ​ ​ ​ ​ ​ 1,365,289 ​ ​ ​ ​ ​ 705,219 ​ ​ ​ ​ $ 5,115,872 ​ ​
2020
​ ​ ​ $ 1,322,858 ​ ​ ​ ​ ​ (759,613) ​ ​ ​ ​ ​ 1,369,181 ​ ​ ​ ​ ​ 536,806 ​ ​ ​ ​ ​ 236,440 ​ ​ ​ ​ $ 2,705,672 ​ ​
​
(a)
Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.
​
(b)
Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.
   
Non-PEO NEO Average Total Compensation Amount $ 2,055,757 2,390,179 1,322,858
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,596,459 5,115,872 2,705,672
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(2)
The following table outlines the adjustments made to the compensation earned by the Company’s PEO and other NEOs, as presented in the Summary Compensation Table, to derive the compensation actually paid to the Company’s PEO and other NEOs.
​
​ ​ ​
Adjustments
​
​ ​ ​
Summary
Compensation
Table Total
​ ​
Less: Grant Date
Fair Value of
Option Awards
Granted during
the Fiscal Year(a)
​ ​
Add: Year-End Fair
Value of Outstanding
and Unvested Option
Awards Granted
during the Fiscal Year(b)
​ ​
Adjust for Change in
Fair Value of
Outstanding and
Unvested Option
Awards Granted in
Prior Fiscal Years(b)
​ ​
Adjust for Change in
Fair Value of Option
Awards Granted in
Prior Fiscal Years
that Vested During
the Fiscal Year(b)
​ ​
Compensation
Actually Paid
​
PEO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ $ 5,401,283 ​ ​ ​ ​ ​ (4,262,250) ​ ​ ​ ​ ​ 9,362,250 ​ ​ ​ ​ ​ 1,051,936 ​ ​ ​ ​ ​ (1,456,895) ​ ​ ​ ​ $ 10,096,324 ​ ​
2021
​ ​ ​ $ 6,045,894 ​ ​ ​ ​ ​ (4,868,797) ​ ​ ​ ​ ​ 6,697,600 ​ ​ ​ ​ ​ 3,863,005 ​ ​ ​ ​ ​ 2,165,068 ​ ​ ​ ​ $ 13,902,770 ​ ​
2020
​ ​ ​ $ 3,006,668 ​ ​ ​ ​ ​ (1,950,788) ​ ​ ​ ​ ​ 3,516,240 ​ ​ ​ ​ ​ 1,261,828 ​ ​ ​ ​ ​ 556,079 ​ ​ ​ ​ $ 6,390,027 ​ ​
Average Non-PEO NEOs
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ $ 2,055,757 ​ ​ ​ ​ ​ (1,402,280) ​ ​ ​ ​ ​ 3,080,180 ​ ​ ​ ​ ​ 394,595 ​ ​ ​ ​ ​ (531,793) ​ ​ ​ ​ $ 3,596,459 ​ ​
2021
​ ​ ​ $ 2,390,179 ​ ​ ​ ​ ​ (1,744,290) ​ ​ ​ ​ ​ 2,399,475 ​ ​ ​ ​ ​ 1,365,289 ​ ​ ​ ​ ​ 705,219 ​ ​ ​ ​ $ 5,115,872 ​ ​
2020
​ ​ ​ $ 1,322,858 ​ ​ ​ ​ ​ (759,613) ​ ​ ​ ​ ​ 1,369,181 ​ ​ ​ ​ ​ 536,806 ​ ​ ​ ​ ​ 236,440 ​ ​ ​ ​ $ 2,705,672 ​ ​
​
(a)
Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.
​
(b)
Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Relationship between Compensation Actually Paid and TSR
The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs, our total shareholder return and that of the NASDAQ Pharmaceutical (Subsector) Index.
[MISSING IMAGE: bc_paidvstsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
Relationship between Compensation Actually Paid and Net Loss
The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs and the Company’s net loss.
[MISSING IMAGE: bc_paidvsnetloss-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Relationship between Compensation Actually Paid and Year-End Cash & Investment Balance
The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs and the Company’s year-end cash and investment balance.
[MISSING IMAGE: bc_paidvsyearendcash-4c.jpg]
   
Total Shareholder Return Amount $ 1,999 1,733 786
Peer Group Total Shareholder Return Amount 153 137 111
Net Income (Loss) $ (112,325,000) $ (70,511,000) $ (59,780,000)
Company Selected Measure Amount 304,952 408,250 194,422
PEO Name Anthony S. Marucci.    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Non-GAAP Measure Description [Text Block]
(4)
Our Company Selected Measure is calculated as follows: Year-end cash and investment balance (in thousands), which is calculated by adding the cash, cash equivalents and marketable securities from our consolidated balance sheet. Identifying a Company Selected Measure is a matter of opinion. Other companies, including our peer companies, may utilize different measures as a basis for compensation or may utilize similar measures that are calculated in a manner that is different from the manner in which we calculate that measure. We may change the Company Selected Measure from year to year, depending upon a number of factors relating to our business.
   
PEO [Member] | Grant Date Fair Value Of Option Awards Granted During The Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (4,262,250) $ (4,868,797) $ (1,950,788)
PEO [Member] | Year-End Fair Value Of Outstanding And Unvested Option Awards Granted During The Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,362,250 6,697,600 3,516,240
PEO [Member] | Adjust For Change In Fair Value Of Outstanding And Unvested Option Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,051,936 3,863,005 1,261,828
PEO [Member] | Adjust For Change In Fair Value Of Option Awards Granted In Prior Fiscal Years That Vested During The Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,456,895) 2,165,068 556,079
Non-PEO NEO [Member] | Grant Date Fair Value Of Option Awards Granted During The Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,402,280) (1,744,290) (759,613)
Non-PEO NEO [Member] | Year-End Fair Value Of Outstanding And Unvested Option Awards Granted During The Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,080,180 2,399,475 1,369,181
Non-PEO NEO [Member] | Adjust For Change In Fair Value Of Outstanding And Unvested Option Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 394,595 1,365,289 536,806
Non-PEO NEO [Member] | Adjust For Change In Fair Value Of Option Awards Granted In Prior Fiscal Years That Vested During The Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (531,793) $ 705,219 $ 236,440