Celldex is committed to conducting business in a responsible, honest and ethical manner. Good corporate governance is critical to our success as a company and governs our interaction with customers, suppliers, employees and investors.

The following corporate governance profile for Celldex highlights some of our recent corporate governance initiatives:

• A majority of our Board members meet the independence standards set by the SEC and NASDAQ with only one director employed by the Company.
• The non-executive directors regularly meet in executive session to discuss matters of interest to them without management present.
• The Chairman of the Board is a separate and distinct position from the CEO and is held by a non-executive director.
  

Nominating and Corporate Governance Committee

• The Nominating and Corporate Governance Committee adopted a charter.
• In accordance with its charter, the Nominating and Corporate Governance Committee established effective corporate governance processes, including oversight of the appointment of new directors, Board committee structure and membership and Board compensation.
• Every Nominating and Corporate Governance Committee member is an independent director.
  

• The Compensation Committee has adopted a charter that meets SEC and NASDAQ standards.
• In accordance with its charter, the Compensation Committee reviews and approves all executive compensation matters.
• Every Compensation Committee member is an independent director.
  

• The Audit Committee adopted a charter that meets SEC and NASDAQ standards.
• The Audit Committee has established policies that are consistent with the corporate reform laws for auditor independence.
• Every Audit Committee member is an independent director.
• At least one member of the Audit Committee has the requisite financial management expertise.
• PricewaterhouseCoopers LLP, our independent auditors, report directly to the Audit Committee, which meets at least quarterly in executive session with the auditors.

• Shareholders can communicate governance matters, compliance matters, including suspected violations of our Code of Business Conduct and Ethics or accounting internal accounting controls or auditing concerns, confidentially to the Celldex Board of Directors by calling our Corporate Governance Hotline at (800) 506-6406. Communications will be received and reviewed by the Chairman of the Audit Committee and by corporate counsel.