塞德斯医疗 2025年度报告

Notice of Annual Meeting of Stockholders YOUR VOTE IS IMPORTANT Regardless of whether you plan to attend the live virtual meeting, we encourage you to vote as soon as possible in one ofthe following ways: May 4, 2026Hampton, NJ Table of Contents Pay Versus Performance Table44Director Compensation47Compensation and Organization DevelopmentCommittee Interlocks and Insider Participation48Risk Considerations48Stock Ownership Policy — Non-EmployeeDirectors48Report of The Audit Committee49Security Ownership of Certain Beneficial Ownersand Management50Transactions with Related Persons52 Information Regarding the Board ofDirectors and Corporate Governance13Independence of the Board of Directors13Board Leadership Structure13Role of the Board in Risk Oversight14Audit Committee15Compensation and Organization DevelopmentCommittee15Nominating and Corporate GovernanceCommittee16Science and Regulatory Committee16Director Selection Criteria16Stockholder Nominations for Directorships17Stockholder Communications18Code of Business Conduct and Ethics18Corporate Governance Matters18Compliance Program19Stock Ownership Guidelines19Insider Trading Policy (including Anti-Hedging andAnti-Pledging)19 Proposal 2: Ratification of IndependentPublic Accounting Firm53 Principal Accountant Fees and Services53Audit Fees53All Other Fees53 Proposal 3: Approval of an Amendmentto the 2021 Omnibus Equity IncentivePlan55 General55Description of the 2021 Incentive Plan56Other Information58Material Federal Income Tax Consequences58Treatment of Options58Treatment of Stock Appreciation Rights59Treatment of Stock Awards59Section 409A60Potential Limitation on Company Deductions60Restrictions on Resale60Tax Withholding60New Plan Benefits60Options outstanding under the 2021 IncentivePlan as of March 31, 202660 Sustainability & Corporate Responsibility20 Executive Compensation26Compensation Discussion and Analysis26Compensation And Organization DevelopmentCommittee Report37Summary Compensation Table38Grants of Plan-Based Awards39Outstanding Equity Awards at Fiscal Year-End39Option Exercises and Stock Vested41Pension Benefits41Nonqualified Deferred Compensation42Potential Payments Upon Termination ofEmployment or Change in Control42Securities Authorized For Issuance Under EquityCompensation Plans43CEO Pay Ratio43 Proposal 4: Advisory Vote on ExecutiveCompensation62 Submitting Proxy Proposals and DirectorNominations for the 2027 Annual Meeting63 About Us Celldex is a clinical stage biotechnology company pioneering new horizons in immunology to deliver life-changingtherapies. Our Pipeline Our pipeline includes antibody-based therapeutics which have the ability to engage the human immune system and/ordirectly affect critical pathways to improve the lives of patients with severe allergic, inflammatory and autoimmunedisorders. *ColdU and SD are subtypes under the global Phase 3 CIndU (Chronic Inducible Urticaria) program Barzolvolimab CDX-622 CDX-622 is a bispecific antibody that targets twocomplementary, clinically validated pathways thatdrive chronic inflammation, potently neutralizingthe alarmin thymic stromal lymphopoietin (TSLP)and depleting mast cells via stem cell factor (SCF)starvation. SCF activation of the KIT receptor isrequired for mast cell survival and plays a key role intheir activation, maturation and tissue recruitment.Combined neutralization of SCF and TSLP withCDX-622 is expected to simultaneously reducetissue mast cells and inhibit Type 2 inflammatoryresponses to potentially offer enhanced therapeuticbenefit in inflammatory and fibrotic disorders.CDX-622 is currently being studied in a Phase 1proof of mechanism study in adults with mild tomoderate asthma. Barzolvolimab is a humanized monoclonal antibody witha novel mechanism of action that targets mast cells bybinding with high specificity to a unique part of the KITreceptor and potently inhibiting its activity. The KITreceptor is abundantly expressed by mast cells andcritical for their function and survival. Mast cells aredrivers of inflammatory responses such ashypersensitivity and allergic reactions and, in certaininflammatory diseases, such as chronic urticarias, mastcell activation plays a central role in the onset andprogression of the disease. Based on data from robust,randomized, placebo controlled Phase 2 studies,barzolvolimab has significant potential as a first-in-classand best-in-disease treatment option for patients withchronic spontaneous urticaria (CSU), cold urticaria(ColdU) and symptomatic dermographism (SD).Barzolvolimab is currently being studied in Phase 3studies in CSU and ColdU/SD and Phase 2 studies inprurigo nodularis (PN) and atopic dermatitis (AD), withadditional indications planned for the future. About Us Our Science Driven by our deep and longstanding experience developing antibody-based immunotherapies, Celldex’s proprietaryantibody programs and technologies are supported by robust in-house capabilities, enabling the optimized discovery