Celldex Therapeutics, Inc.

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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” 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.

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(1)

As reflected elsewhere herein, our Non-PEO NEOs for 2025 and 2024 were Tibor Keler, Ph.D., Sam Martin, Margo-Heath Chiozzi, M.D. and Elizabeth Crowley. Our Non-PEO NEOs for 2023 and 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.

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(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.

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(a)

Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

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(b)

Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.

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(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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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.

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(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.

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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.

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.

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.

Tabular List

The following table sets forth the sole financial performance measure we used to determine the compensation paid to our PEO and other NEOs.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We have an Equity Award Grant Policy pursuant to which we may grant equity awards, including stock options, to our employees, including the named executive officers, and our non-employee directors. It is our policy that we shall not backdate any equity grant, or manipulate the timing of the public release of material information or of any equity award with the intent of benefiting a grantee under an equity award. We generally grant stock options only on a regularly scheduled basis. Pursuant to our Equity Award Grant Policy, we grant new-hire equity awards, which may include stock options, as of the date of the new hire’s employment start date or date of promotion. In addition, we make annual equity awards, which have historically been in the form of stock options, to our employees, including our named executive officers, on an annual basis on the date of our annual meeting of stockholders. Our non-employee directors receive grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, regardless of whether or not we then have material non-public information (“MNPI”), as further described under the heading “Director Compensation” below. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.