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.
Item 7.01. Regulation FD Disclosure.
On January 4, 2021, the Company issued a press release announcing the
appointment of Freddy Jimenez, Esq. A copy of the press release is furnished as
Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the
information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Exchange Act or
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement, dated as of January 1, 2021, by and between
Freddy Jimenez and Celldex Therapeutics., Inc.
99.1 Press Release dated January 4, 2021
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CELLDEX THERAPEUTICS, INC. 
