DEF 14A of Agenus Inc, Apr 30, 2025

DEF 14A of Agenus Inc

Filed Apr 30, 2025 · FY20240000950170-25-061030

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS The Board of Directors has nominated Brian Corvese and Timothy Wright for election as Class I directors. The nominees currently serve as Class I directors. Our Board of Directors (the “Board”) is divided into three classes. One class is elected each year and members of each class hold office for three-year terms. The Board currently consists of six members. Two members are Class I directors, with terms expiring at the 2025 Annual Meeting of Stockholders. Two members are Class II directors, with terms expiring at the 2026 Annual Meeting. Two members are Class III directors, with terms expiring at the 2027 Annual Meeting of Stockholders. The Board has nominated Brian Corvese and Timothy Wright, for re-election to a term as Class I directors, expiring at the 2028 Annual Meeting of Stockholders. For more information on nomination of directors, see “Corporate Governance and Nominating Committee” below in the section entitled “Our Corporate Governance—Committees of the Board.” Your vote is requested in favor of Brian Corvese and Timothy Wright as Class I directors. The nominees have indicated their willingness to serve, if elected, but if they should be unable or unwilling to serve, proxies may be voted for substitute nominees designated by the Board. There are no family relationships between or among any of our executive officers, directors, or nominees for director. Below are the names and certain information about each member of the Board, including Brian Corvese and Timothy Wright, the nominees for election as Class I directors:

  2. CLASS I DIRECTORS—TERMS TO EXPIRE IN 2025

    CLASS I DIRECTORS—TERMS TO EXPIRE IN 2025

  3. CLASS I DIRECTORS—TERMS TO EXPIRE IN 2025

    | Brian Corvese Age: 67 President and Founder of Vencor Capital Director since 2007 (a) Compensation Committee (b) Corporate Governance and Nominating Committee (c) Executive Committee (Chair) | Since 1999, Mr. Corvese has been the President and Founder of Vencor Capital (“Vencor”), a private equity firm with telecommunications and technology investments in the Middle East and Mediterranean regions. Prior to working at Vencor, Mr. Corvese worked on investments in the U.S. and global equity markets as a Managing Director and partner at Soros Fund Management, the largest hedge fund in the world at the time. From 1988 to 1996, Mr. Corvese was a partner at Chancellor Capital Management (“Chancellor”), a $25 billion money management firm. While at Chancellor, Mr. Corvese was a Portfolio Manager with responsibility for investments made in basic industries, restructurings, and special situations, corporate governance investments, as well as founded and managed his own hedge fund. From 1981 to 1988, Mr. Corvese was with Drexel Burnham Lambert (“Drexel”) as an equity analyst following the chemical and specialty chemical industries and participated in a significant number of merger and acquisition activities. While at Drexel, Mr. Corvese was a member of the top chemical and specialty chemical research team, as ranked by Institutional Investor. Mr. Corvese currently serves on the Board of Directors of MiNK Therapeutics, Inc., the National Telecommunications Corporation, based in Cairo, Egypt, and Protagenic Therapeutics, an affiliate of Agenus, based in Ontario, Canada. Mr. Corvese earned degrees in finance and political science from The University of Rhode Island and attended New York University Graduate School. With over 30 years of experience in the financial industry, Mr. Corvese brings substantial financial, business and governance expertise to our Board. | | Timothy R. Wright Age: 67 Director since 2006, Lead Director since 2009 (a) Compensation Committee (b) Corporate Governance and Nominating Committee (Chair) (c) Audit and Finance Committee (d) Executive Committee | Mr. Wright is currently the President and CEO of BIORG, a human organoid company and a faculty member of Wake Forest Institute for Regenerative Medicine and has served in such role since November 2023. Mr. Wright is the former CEO of MiMedx Group, a placental biological company focused on regenerative medicine. Mr. Wright served as CEO and a member of the Board of Directors of MiMedx from May 2019 to September 2022. Mr. Wright has also served as a Founding Partner of Signal Hill Advisors, LLC since February 2011. Mr. Wright also served as chairman of The Ohio State University Comprehensive Cancer Center Drug Development Institute that he founded in 2011, and director of the Ohio State University Innovation Foundation until September 2022. Mr. Wright was the President and Chief Executive Officer and a director of M2Gen Corp., a privately held Cancer health informatics company, between July 2017 and September 2018. From April 2015 through July 2017, Mr. Wright was the Executive Vice President, Mergers and Acquisitions, Strategy and Innovation at Teva Pharmaceuticals Industries Ltd. Mr Wright has held several global executive roles throughout his career including President of Covidien Mallinkrodt, a medical imaging and pharmaceutical company (a subsidiary of Covidien, now Medtronic) from 2007-2010. | | | Mr. Wright brings to our Board over 30 years of global pharmaceutical industry experience in general management, product development, and commercialization as well as business restructuring and transaction experience. Mr. Wright serves on the boards of Washington University Medical School and North Carolina State School of Veterinary Medicine. Mr. Wright earned his bachelor’s degree from The Ohio State University. Mr. Wright’s global and extensive biotechnology, pharmaceuticals and life sciences operating experience combined with his professional Board experience brings important insight to Agenus. |

  4. CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027

    CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027

  5. CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027

    | Susan Hirsch Age: 72 Director since 2020 (a) Audit and Finance Committee (b) Compensation Committee | Ms. Hirsch has over 40 years of experience in investment management and finance. Until February 2021, she was a Managing Director and Portfolio Manager at Nuveen, a TIAA company, where she was responsible for managing over $20 billion in assets including the TIAA-CREF Large-Cap Growth Fund with $6.6 billion in assets. Prior to joining Nuveen in 2005, she served as Executive Vice President and Portfolio Manager for the Mid-Cap Growth and Technology Sector portfolios as Jennison Associates. Ms. Hirsch’s previous experience also includes investment management positions at Lehman Brothers Global Asset Management and Delphi Asset Management as a |

  6. CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027

    | | Senior Portfolio Manager for the Selected Growth Stock Portfolio. She began her career as an analyst at Smith Barney and Lehman Brothers where the success of her quantitative model led to her subsequent recognition as a top ranked Institutional analyst for small cap growth stocks in 1991, 1992 and 1993. Ms. Hirsch holds a BS in Accounting from Brooklyn College. Ms. Hirsch qualifies as an audit committee financial expert and brings extensive investment and financial experience to our Board. | | Thomas Harrison Age: 77 Director since 2024 (a) Audit and Finance Committee Chair (c) Corporate Governance and Nominating Committee | Mr. Harrison is Senior Operating Partner at Merida Capital Partners focusing on strategic and operational advising across Merida's portfolio companies. Mr. Harrison has been Chairman Emeritus of Diversified Agency Services Division of Omnicom Group, Inc. since 2016, serving as Chairman and CEO from 1997 to 2016. Mr. Harrison led the world's largest group of marketing services companies, overseeing an unparalleled range of services including public relations, crisis management, branding, and healthcare advertising. Before joining Omnicom Group Mr. Harrison co-founded Harrison & Star Business Group and was Chairman and CEO from 1987-1997. Mr. Harrison services on the boards of AFC Gamma and Acurx Pharmaceuticals. Mr. Harrison earned his Master of Science and Doctorate from West Virginia University. Mr. Harrison qualifies as an audit committee financial expert and brings extensive investment and financial experience to our Board. |

  7. CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026

    CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026

  8. CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026

    | Garo H. Armen, Ph.D. Age: 72 Founder and Chairman and Chief Executive Officer of Agenus Inc. Director since 1999 (a) Executive Committee | Dr. Armen is Chairman and Chief Executive Officer of Agenus Inc., which he co-founded in 1994. Dr. Armen brings to our Board a deep historical and practical knowledge of the business of the Company and its technologies, as well as years of expertise in the financial and biopharmaceutical arenas. From mid-2002 through 2004, he was Chairman of the Board of Directors for the biopharmaceutical company Elan Corporation, plc which he helped restructure. Dr. Armen currently serves as executive Chairman of the Board of Directors of Protagenic Therapeutics, Inc., a publicly held biotechnology company and as the Chairman of the Board of MiNK Therapeutics, Inc., a publicly traded affiliate of Agenus. Dr. Armen is also the founder and Chairman of the Children of Armenia Fund, a philanthropic organization established in 2000 that is dedicated to the positive development of the children and youth of rural Armenia. He holds a Ph.D. degree in physical organic chemistry from the City University of New York. | | Jennifer Buell, Ph.D. Age: 51 Chairman of the Executive Council of Agenus Inc. Director since 2024 | Since 2021, Dr. Buell has been President and CEO of MiNK Therapeutics, Inc. (subsidiary of Agenus) and since 2023 the Chairman, Executive Council at Agenus. Dr. Buell brings more than 27 years of biopharmaceutical experience, leading teams to advance discovery candidates through to clinical development to commercialization. From 2018 to 2021, Dr. Buell was President and Chief Operating Officer at Agenus, where she was responsible for organizational operations, investor relations and external affairs. Prior to Agenus, Dr. Buell held leadership positions in R&D operations at Bristol-Myers Squibb and Harvard Clinical Research Institute (Baim), where she was involved in the development strategy and operations for a portfolio of industry and government-sponsored clinical programs. She obtained her Ph.D. in Cellular, Biochemical, and Molecular Biochemistry with an M.S. in Biostatistics from Tufts University. |

  9. CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026

    The nominee for director receiving the highest number of votes FOR election will be elected as directors. This is called a plurality. If your shares are held by your broker, bank, or nominee in “street name” and if you do not vote your shares or instruct your broker, bank, or nominee how to vote with respect to this item, your unvoted shares will be counted as “broker non-votes.” “Broker non-votes” are not counted for purposes of electing directors. You may vote FOR each of the nominees, WITHHOLD your vote from each of the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and will have no effect on the results of the vote. The Board of Directors recommends a vote FOR the nominees for Director.

  10. Competitive Market Review

    Competitive Market Review To compete for top-tier executive talent in the biotechnology industry, we monitor market trends and draw upon compensation surveys prepared by Aon Radford, our Compensation Committee’s independent compensation consultant, custom research developed by Aon Radford, and other nationally recognized compensation surveys. Our Compensation Committee engages Aon Radford annually to evaluate our executive compensation program and compare it to other programs in the market. We defined our market using two market references for 2024: the Radford Global Life Sciences Survey and proxy data from a peer group of biotechnology companies. Our Compensation Committee approves a group of comparable companies as our peer group for executive and director compensation purposes. Defining the Market. For 2024, we used two market references to evaluate our executive compensation program against those in the market: 1. The Radford Global Life Sciences Survey, a national survey of executive compensation levels and practices. We focused primarily on a pre-determined subset of companies in our sector with between 175 and 1,500 employees and a market capitalization between $300 million to $3.0 billion (average market capitalization of approximately $1.2 billion). 2. Proxy data from a peer group of biotechnology companies of a similar headcount, market capitalization, development stage and therapeutic focus as the Company. On an annual basis, our compensation consultant recommends, and our Compensation Committee approves, a group of comparable companies as our peer group for executive and director compensation purposes. In 2024, our Compensation Committee worked closely with Aon Radford to review, evaluate and develop our peer group with an emphasis on biotechnology and pharmaceutical companies with a similar headcount and market capitalization. Based on this analysis and discussions with Aon Radford, our Compensation Committee selected a peer group for purposes of 2024 compensation determinations that removed 8 companies from the prior year's peer group and added 8 new companies. These modifications were made to ensure continued alignment with our evolving business profile, market positioning, and talent needs. Our Compensation Committee assessed peers based on relevant criteria such as industry focus, stage of development, market capitalization, and talent comparability. Companies were added to better reflect our competitive landscape for executive talent, focusing on innovative biotech organizations with similar therapeutic focus areas, operating scale, and talent needs. Companies were removed if they no longer aligned with our size, development stage, or market dynamics, or if their profile shifted materially. Our peer groups for 2023 and 2024 were as follows:

  11. Competitive Market Review

    | 2023 Peer Group | 2024 Peer Group | | Arcus Biosciences, Inc. | 2seventy bio | | Arvinas, Inc. | ALX Oncology | | Atara Biotherapeutics, Inc. | Atara Biotherapeutics, Inc. | | Deciphera Pharmaceuticals, Inc. | Fate Therapeutics, Inc. | | Fate Therapeutics, Inc. | Immuneering | | ImmunoGen, Inc. | Inhibrx | | Inovio Pharmaceuticals, Inc. | Inovio Pharmaceuticals, Inc. | | Instil Bio, Inc. | Instil Bio, Inc. | | Iovance Biotherapeutics, Inc. | iTeos Therapeutics | | Karyopharm Therapeutics Inc. | Karyopharm Therapeutics Inc. | | MacroGenics, Inc. | MacroGenics, Inc. | | Mersana Therapeutics, Inc. | Mersana Therapeutics, Inc. | | Precision BioSciences, Inc. | Precigen | | Seres Therapeutics, Inc. | Precision BioSciences, Inc. | | SpringWorks Therapeutics, Inc. | Repare Therapeutics | | Syndax Pharmaceuticals, Inc. | Seres Therapeutics, Inc. | | TG Therapeutics, Inc. | Sutro Biopharma | | Voyager Therapeutics, Inc. | Voyager Therapeutics, Inc. |

  12. Competitive Market Review

    | 2023 Peer Group | 2024 Peer Group | | Zentalis Pharmaceuticals, Inc. | Zentalis Pharmaceuticals, Inc. |

  13. Competitive Market Review

    Determining Market Levels and Specific Comparisons. We compare our executive compensation program and amounts of compensation against our peer group by reviewing each compensation component (measured at target in the case of annual and long-term incentive opportunities) and total compensation. The comparisons made in this process are used to determine our approximate position relative to the appropriate market reference by each element of compensation and in total.

  14. Total Compensation Strategy

    Total Compensation Strategy Our compensation strategy aims to offer our executives competitive compensation packages, with an opportunity to earn above-market pay for exceptional performance. To maintain our competitive pay philosophy, we prioritize long-term equity incentives and performance-based incentive compensation. We generally target total compensation at approximately the 50th percentile of our peer group, which was the case for 2024 target total compensation. For this purpose, total compensation includes annual base salary, target annual incentive bonus, and the grant date value of equity awards. The competitive posture of our actual annual compensation paid or earned versus market references will vary year to year based on Company and individual performance, as well as the performance of our peer group and the respective levels of compensation paid by peer group companies to their executives. We expect to continue targeting total compensation at approximately the 50th percentile of our peer group, with an emphasis on performance-based compensation. Further, in light of our compensation philosophy, we believe that the total compensation package for our executives should continue to consist of base salary, annual incentive bonuses, long-term equity-based incentive compensation, and certain other benefits.

  15. Components of our Executive Compensation Program

    In August 2023, our Compensation Committee approved paying Dr. Armen’s net base salary in fully vested shares of our stock, in lieu of cash, for the remainder of 2023. In January 2024, the Compensation Committee authorized an extension of this arrangement, and Agenus continued to pay Dr. Armen’s base salary (net of taxes) in stock, in lieu of cash, through the first half of 2024, and then in June 2024, further extended this arrangement to the end of 2024. Annual Incentive Bonuses: Our executive officers' annual incentive bonuses are based on the achievement of Company goals and objectives as well as individual performance and are paid under our Executive Incentive Plan. Each executive is eligible to earn an annual incentive bonus ranging from 0-200% of his or her target bonus based on our Compensation Committee’s evaluation of the achievement of Company goals and objectives and individual performance. For 2024, each of our named executive officers was eligible to receive an annual incentive bonus. The target bonus amount for each executive was expressed as a percentage of his or her base salary, and was set based on market data and our Compensation Committee’s assessment of the achievement of pre-established Company goals and objectives as well as individual performance. The Compensation Committee did not adjust the target bonus percentages for any of our named executive officers for 2024.

  16. Components of our Executive Compensation Program

    | Named Executive Officer | 2024 Target Bonus (% of base salary) | | Dr. Armen | 60 | | Dr. O’Day | 50 | | Ms. Klaskin | 35 |

  17. Components of our Executive Compensation Program

    The Company sets annual goals and objectives at the beginning of each year with input from our executive leadership, which goals are subsequently reviewed and approved by our Compensation Committee and the Board. For 2024, these strategic goals included transforming Agenus into a leading commercial biotechnology company by the end of 2025. Specifically, we aimed to complete a Biologics License Application (BLA) submission in microsatellite stable colorectal cancer (3L MSS CRC), secure a reliable supply of botensilimab and balstilimab (BOT/BAL), establish a robust commercial infrastructure for successful U.S. market entry, and effectively communicate compelling clinical findings in MSS CRC. Additionally, our objectives included expanding registration opportunities through the completion of enrollment in key Phase 2 studies in pancreatic cancer and melanoma, initiating and completing a Phase 1b/2 study in non-small cell lung cancer (NSCLC), and preparing for a pivotal neoadjuvant CRC study. We also sought to optimize our financial strategy by completing a synergistic and financially prudent strategic transaction and expanding our long-term investor base. During 2024, the Company made meaningful progress toward these strategic goals. We secured an adequate supply of BOT/BAL to support our ongoing clinical trials, we completed various clinical studies, advanced enrollment in pancreatic cancer and melanoma trials, expanded our trials to generate additional data in patients with r/r NSCLC study, and began preparations for a pivotal neoadjuvant CRC study. Additionally, we conducted an End-of-Phase 2 (EOP2) meeting with the FDA, during which the FDA agreed upon our proposed dosing regimen but advised against pursuing accelerated approval based solely on current response data, noting uncertainty regarding the direct translation of objective response rates into survival benefit. Consequently, our commercialization timeline has been delayed. While there is no set formula or specified weighting of the Company goals and objectives under the annual bonus program, in determining annual incentive bonus payouts, the Compensation Committee will take into account the achievement of the goals and objectives as a whole. For 2024 annual bonuses, given the financial position of the Company at the end of 2024, the Compensation Committee decided to postpone its review of an annual incentive bonus payout for each of our named executive officers and no such payouts have been determined or paid. Long-Term Incentives The Company's long-term incentives for 2024 consisted of time-vesting stock options. The Company believes that time-vesting stock options are also performance-based because no value is created unless the value of the common stock appreciates after grant. Equity-based awards are granted to executives and employees to enable them to participate in the long-term appreciation of the Company's stock and to align their interests with those of our stockholders, and thereby encourage our executives to take actions that are in the best interests of the Company’s long-term success. These awards are not granted automatically to executives on an annual basis. The Compensation Committee grants equity-based awards based on the executive’s and the Company's performance over time, their ability to impact the Company's results that drive stockholder value, their level within the organization, their potential to take on roles of increasing responsibility, and competitive equity award levels for similar positions in the peer group. Market Comparisons: The Company uses several methodologies to make external comparisons when determining the size and form of incentive equity awards to be granted to each executive. These methodologies include comparing the fair value of the grant (determined using methods that are consistent with the guidance in Accounting Standards Codification 718, Compensation—Stock Compensation), the face value of the grant, the number of shares of common stock underlying all incentive equity awards granted by position, and the proportion of exercisable to non-exercisable awards held in total. On a total Company basis, the Company analyzes total annual equity burn rates, the total number of shares remaining in the approved pool under our 2019 EIP, and equity overhang. 2024 Grants: In January 2024, the Compensation Committee granted the following options to purchase shares of our common stock, contingent upon shareholder approval of an increase in the amount of shares available for issuance under our 2019 EIP, which approval was obtained at our annual shareholder meeting on June 11, 2024: • On January 16, 2024, the Compensation Committee granted an option to purchase shares of our common stock to each of Dr. O’Day (10,000 shares) and Ms. Klaskin (6,250 shares), which vested as to one-third of the underlying shares on January 16, 2025 and vests thereafter in eight quarterly installments, generally subject to the named executive officer’s continued employment or service with the Company. • On January 17, 2024, the Compensation Committee granted an option to purchase 108,000 shares of our common stock to Dr. Armen, which vested as to one-third of the underlying shares on January 17, 2025 and vests thereafter in eight quarterly installments, generally subject to Dr. Armen’s continued employment or service with the Company. • On January 26, 2024, the Compensation Committee granted an option to purchase 3,125 shares of our common stock to Ms. Klaskin, which vested as to one-third of the underlying shares on January 26, 2025 and vests thereafter in eight quarterly installments, generally subject to Ms. Klaskin’s continued employment or service with the Company. • On January 16, 2024 (or January 17, 2024 for Dr. Armen), the Compensation Committee also granted an option to purchase shares of our common stock to each of Dr. Armen (65,651 shares), Dr. O’Day (37,907 shares), and Ms. Klaskin (10,642 shares) in respect of the respective named executive officer’s 2023 annual bonus, which was paid in the form of time-based options in lieu of cash. These options vested as to 50% of the underlying shares on June 27, 2024 and as to 50% of the underlying shares on September 27, 2024. In addition, on November 14, 2024, the Compensation Committee granted a one-time retention award in the form of an option to purchase shares of our common stock to each of Dr. Armen (600,000 shares), Dr. O’Day (50,000 shares) and Ms. Klaskin (10,000 shares), which options vest as to 100% of the underlying shares on November 15, 2025, generally subject to the named executive officer’s continued employment or service with us through the vesting date. All stock options granted to our named executive officers during 2024 are underwater as of April 24, 2025, which means that the exercise prices are greater than the closing price of a share of our common stock ($2.82) on this date. Policies and Practices Related to the Timing of Equity Grants We generally grant annual equity-based awards to our executive officers in January of each year, although the exact timing may change from year to year. The Compensation Committee or our Board may also grant equity awards, including stock options, at different times of the year to new hires and in connection with promotions, changes in employment and for other purposes, such as retention. Neither the Compensation Committee nor our Board grants stock options in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant stock options to any named executive officer during any period

  18. Components of our Executive Compensation Program

    beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form) that disclosed any material non-public information. Benefits The Company provides its employees, including our named executive officers, the following benefits: health, vision, and dental insurance; life insurance; short- and long-term disability insurance; flexible spending accounts; 401(k) plan; and Employee Stock Purchase Plan. The Company provides employer matching contributions equal to $0.50 for each $1.00 contributed by an employee under its 401(k) retirement plan, up to 6% of the employee's compensation. The Company believes that these benefits are consistent with those offered by companies against which it competes for talent. Severance Compensation and Termination Protection We are party to employment agreements with Drs. Armen and O’Day. Additionally, we have entered into a change of control agreement with Ms. Klaskin. These agreements provide for severance compensation to be paid if the executive's employment or service is terminated under certain conditions, such as in connection with a change of control of the Company or a termination without cause by the Company, each as defined in the respective agreements. The employment and change of control agreements and the severance compensation provisions contained in such agreements are designed to meet the following objectives: • Change of Control: As part of our normal course of business, we may engage in discussions with other biotechnology and pharmaceutical companies about possible collaborations, licensing and/or other ways in which the companies may work together to further our respective long-term objectives. In addition, many larger established pharmaceutical companies consider companies at similar stages of development to ours as potential acquisition targets. In certain scenarios, a merger or sale of the Company may be in the best interests of our stockholders. We provide severance compensation if an executive’s employment is terminated following a change of control transaction in order to maintain management continuity in the event a potential transaction is announced and to promote the ability of our executives to act in the best interests of our stockholders even though their employment could be terminated as a result of the transaction. • Termination without Cause: If we terminate the employment of an executive who is party to an employment or change of control agreement without cause, or the executive resigns due to a compensation reduction or, in the case of Dr. Armen, for other good reason as defined in the applicable agreement, we are obligated to continue to pay the executive’s base salary, bonus, and medical and dental benefits for a defined period, as well as to provide outplacement services. We believe this is appropriate because the terminated executive would be bound by confidentiality, non-solicitation and non-competition provisions following such termination. In addition, having a mutually agreed to severance package that is in place prior to any termination event provides us with more flexibility to make a change in senior management if we consider such a change to be in our and our stockholders’ best interests. Prohibition Against Hedge and Offset Transactions The Company's Securities Trading Policy prohibits its executive officers, directors, employees, and consultants, together with members of their household, from engaging in certain transactions, including selling any of our securities that they do not own at the time of the sale, buying or selling put options, call options, or other derivative securities, and engaging in hedging transactions without pre-approval from the Chief Compliance Officer. None of the Company's executive officers has sought or obtained consent to engage in a hedging transaction as of the date of this document.

  19. 2024 Compensation Actions for our Named Executive Officers

    2024 Compensation Actions for our Named Executive Officers The compensation actions for 2024 were determined by our Compensation Committee based on assessments of performance relative to Company goals and objectives and individual performance objectives, as well as comparisons against the market references described above. Our Chief Executive Officer, Dr. Armen, makes recommendations to the Compensation Committee regarding individual compensation for our executives, excluding himself. The Compensation Committee makes all final determinations regarding the compensation of our executives, including our named executive officers. Our 2024 compensation actions for our Chief Executive Officer and our other named executive officers are summarized as follows: Dr. Garo H. Armen—Chairman and Chief Executive Officer Base Salary: In 2024, Dr. Armen’s base salary remained at $715,260 per annum. Since August 2023, Dr. Armen’s base salary is paid in fully vested shares of our stock, in lieu of cash. Annual Incentive Bonus: Our Compensation Committee has postponed its review of an annual incentive bonus for Dr. Armen for his performance in 2024, until June 2025. • Long-Term Incentives: • In January 2024, our Compensation Committee granted Dr. Armen an option to purchase 108,000 shares of our common stock with a per share exercise price of $11.90, which vested as to one-third of the underlying shares on January 17, 2025 and vests in eight equal quarterly installments thereafter, generally subject to his continued employment or service with the Company. In January 2024, our Compensation Committee also granted to Dr. Armen an option to purchase 65,651 shares of our common stock with a per share exercise price of $11.90 in respect of Dr. Armen’s 2023 annual bonus, which option vested as to 50% of the underlying shares on June 27, 2024 and as to 50% of the underlying shares on September 27, 2024. In November 2024, our Compensation Committee granted to Dr. Armen a one-time retention award consisting of an option to purchase 600,000 shares of our common stock with a per share exercise price of $2.77, which vests as to 100% of the underlying shares on November 15, 2025, generally subject to his continued employment or service with the Company. In the event of Dr. Armen’s death, disability, or retirement, such options shall vest in full. Steven O’Day—Chief Medical Officer • Base Salary: In 2024, Dr. O'Day's base salary remained at $594,880 per annum. • Annual Incentive Bonus: Our Compensation Committee has postponed its review of an annual incentive bonus for Dr. O'Day for his performance in 2024, until June 2025. • Long-Term Incentives: In January 2024, our Compensation Committee granted Dr. O'Day an option to purchase 10,000 shares of our common stock with an exercise price of $12.26, which vested as to one-third of the underlying shares on January 16, 2025 and vests in eight equal quarterly installments thereafter, generally subject to his continued employment or service with the Company. In January 2024, our Compensation Committee also granted to Dr. O’Day an option to purchase 37,907 shares of our common stock with a per share exercise price of $12.26 in respect of Dr. O’Day’s 2023 annual bonus, which option vested as to 50% of the underlying shares on June 27, 2024 and as to 50% of the underlying shares on September 27, 2024. In November 2024, our Compensation Committee granted to Dr. O’Day a one-time retention award consisting of an option to purchase 50,000 shares of our common stock with a per share exercise price of $2.77, which vests as to 100% of the underlying shares on November 15, 2025, generally subject to his continued employment or service with the Company. Christine M. Klaskin—Vice President, Finance • Base Salary: In 2024, Ms. Klaskin’s base salary remained at $298,224 per annum. • Annual Incentive Bonus: Our Compensation Committee has postponed its review of an annual incentive bonus for Ms. Klaskin for her performance in 2024, until June 2025. • Long-Term Incentives: On different dates in January 2024, our Compensation Committee granted Ms. Klaskin (i) an option to purchase 6,250 shares of our common stock with an exercise price of $12.26, and (ii) an option to purchase 3,125 shares of our common stock with an exercise price of $13.25, each of which vested as to one-third of the underlying shares on the one-year anniversary of the grant date, and vests in eight equal quarterly installments thereafter, generally subject to her continued employment or service with the Company. In January 2024, our Compensation Committee also granted to Ms. Klaskin an option to purchase 10,642 shares of our common stock with a per share exercise price of $12.26 in respect of Ms. Klaskin’s 2023 annual bonus, which option vested as to 50% of the underlying shares on June 27, 2024 and as to 50% of the underlying shares on September 27, 2024. In November 2024, our Compensation Committee granted to Ms. Klaskin a one-time retention award consisting of an option to purchase 10,000 shares of our common stock with a per share exercise price of $2.77, which vests as to 100% of the underlying shares on November 15, 2025, generally subject to her continued employment or service with the Company. Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers, subject to certain transition rules. However, in designing our executive compensation program including for our named executive officers, the Compensation Committee considers a variety of factors, but believes that the primary purpose of our executive compensation program is to provide market competitive compensation that effectively attracts and retains executive talent, and, as a result, has approved and will continue to approve compensation that is non-deductible or is limited in its deductibility.

  20. Summary Compensation Table

    Summary Compensation Table This table shows certain information about the compensation paid or awarded to, or earned by, our named executive officers for 2024, 2023, and 2022.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | All Other Compensation ($)(6) | Total ($) | | Garo H. Armen, Ph.D.(2) | 2024 | 715,260 | — | — | 2,945,984 | 56,377 | 3,717,621(8) | | Chief Executive Officer | 2023 | 710,499 | 625,000 | 312,500 | 4,208,320(7) | — | 5,856,319(8) | | | 2022 | 689,010 | 625,000 | 312,500 | 3,999,800(7) | — | 5,626,310(8) | | Steven J. O’Day, M.D. | 2024 | 594,880 | — | — | 363,261 | 10,350 | 968,491(8) | | Chief Medical Officer | 2023 | 590,480 | 371,800 | 143,000 | 322,000 | 8,700 | 1,435,980(8) | | | 2022 | 572,423 | 286,000 | 130,625 | 313,500 | 8,700 | 1,311,248(8) | | Christine M. Klaskin | 2024 | 298,224 | — | — | 178,915 | 6,338 | 483,477(8) | | Vice President, Finance | 2023 | 296,239 | 104,378 | 43,013 | 262,295 | 6,822 | 712,747(8) | | | 2022 | 287,178 | 86,026 | 39,291 | 209,000 | 6,630 | 628,125(8) |

  22. Summary Compensation Table

    (1) A portion of the amounts reported in this column for Ms. Klaskin for 2024, 2023, and 2022 ($29,822, $29,624, and $27,244, respectively) was allocated for services to MiNK Therapeutics, Inc. (“MiNK”) and is also reported in MiNK’s Summary Compensation Table. (2) Dr. Armen, as an employee-director, receives no additional Board compensation. His 2024 and 2023 base salary figures include amounts paid in the form of Agenus stock. (3) The amounts reflect annual incentive bonuses for the respective year. The Compensation Committee has postponed the determination of the 2024 bonuses until June 2025. Annual bonuses for 2024, once determined, will be reported in a Form 8-K. For 2023, the bonuses were paid in the form of stock options instead of cash, with the number of shares underlying such options calculated based on 125% of the bonus amount reported in the table divided by the closing stock price on the grant date ($11.90 per share on January 17, 2024, for Dr. Armen, and $12.26 per share on January 16, 2024, for Dr. O’Day and Ms. Klaskin), resulting in grants of 65,651, 37,907, and 10,642 options, respectively. These options' ASC Topic 718 grant date fair values were $864,624 (Dr. Armen), $496,961 (Dr. O'Day), and $139,517 (Ms. Klaskin). The incremental grant date fair value of the option awards in excess of the amount of the annual bonus reported in the table for 2023 is included in the option awards column for 2024. For 2022 and 2021 bonuses, payments were made in the form of fully vested Agenus stock with the number of shares granted based on 150% of the bonus amount reported in the table, calculated using closing prices on the grant date of $49.00 (2022) and $50.20 (2021). The incremental grant date fair values of these shares are included in the stock awards column for the year in which they were granted (2023 for shares granted in respect of 2022 annual bonuses and 2022 for shares granted in respect of 2021 annual bonuses). (4) Amounts reported for 2023 and 2022 represent the incremental fair values of shares granted in lieu of cash bonuses, as discussed in footnote 3 above, calculated in accordance with ASC Topic 718 using the closing stock price on the grant date. Actual values realized from these equity awards may vary. (5) Amounts reported reflect the grant date fair value of stock options awarded each year, or the incremental grant date fair value, as applicable, in each case determined in accordance with ASC Topic 718. See Note 11 of our consolidated financial statements in our 2024 Annual Report on Form 10-K for valuation assumptions. See also footnote (3). Actual realized values may differ from these reported amounts. (6) For Dr. O’Day and Ms. Klaskin, amounts represent matching contributions under our 401(k) plan made in 2024. For Dr. Armen, amount includes car services, technology acquisitions, and miscellaneous items, in each case intended to support his productivity and availability for company business. Additionally, the Company incurred approximately $44,190 in incremental expense for family member travel when necessary to accommodate Dr. Armen’s schedule. (7) Amounts include the grant date fair values of MiNK stock options of $344,320 (2023) and $28,800 (2022), calculated in accordance with ASC Topic 718. No MiNK options were granted to named executive officers in 2024. Refer to Note 8 of MiNK’s 2024 Annual Report on Form 10-K for related valuation assumptions. (8) The following table details cash compensation paid to each named executive officer. All other amounts in the Summary Compensation Table are non-cash compensation (shares and options), valued in accordance with ASC Topic 718. As noted in footnote 2, Dr. Armen received a portion of his salary in the form of Agenus stock in 2024 and 2023, in each case, having a value at issuance equal to the value of such salary.

  23. Summary Compensation Table

    | Name | 2024 ($) | 2023 ($) | 2022 ($) | | Garo H. Armen, Ph.D. | 299,855 | 564,383 | 689,010 | | Steven J. O’Day, M.D. | 605,230 | 599,180 | 581,123 | | Christine M. Klaskin | 304,563 | 303,061 | 293,808 |

  24. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table sets forth information with respect to plan-based awards granted to our named executive officers during the year ended December 31, 2024.

  25. Grants of Plan-Based Awards for Fiscal Year 2024

    | Executive Officer | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Options Awards ($)(5) | | Garo H. Armen, Ph.D(6) | 06/11/2024(1) | 65,651 | 11.90 | 864,624 | | | 06/11/2024(2) | 108,000 | 11.90 | 1,422,360 | | | 11/14/2024(3) | 600,000 | 2.77 | 1,284,000 | | Steven J. O’Day, M.D. | 06/11/2024(1) | 37,907 | 12.26 | 496,961 | | | 06/11/2024(2) | 10,000 | 12.26 | 131,100 | | | 11/14/2024(3) | 50,000 | 2.77 | 107,000 | | Christine M. Klaskin | 06/11/2024(1) | 10,642 | 12.26 | 139,517 | | | 06/11/2024(2) | 6,250 | 12.26 | 81,938 | | | 06/11/2024(4) | 3,125 | 13.25 | 40,438 | | | 11/14/2024(3) | 10,000 | 2.77 | 21,400 |

  26. Grants of Plan-Based Awards for Fiscal Year 2024

    (1) Options granted on January 16, 2024 (January 17, 2024 for Dr. Armen) were subject to shareholder approval of increased shares under our 2019 EIP, which approval was obtained on June 11, 2024. These options vested 50% on June 27, 2024, and 50% on September 27, 2024, generally subject to continued employment or service. (2) Options granted on January 16, 2024 (January 17, 2024 for Dr. Armen) were subject to shareholder approval of increased shares under our 2019 EIP, which approval was obtained on June 11, 2024. These options vested one-third on January 16, 2025 (January 17, 2025 for Dr. Armen), with remaining shares vesting in eight equal quarterly installments thereafter, generally subject to continued employment or service. (3) Represents a one-time retention option award granted on November 14, 2024, fully vesting on November 15, 2025, generally subject to continued employment or service. (4) Option granted on January 26, 2024 was subject to shareholder approval of increased shares under our 2019 EIP, which approval was obtained on June 11, 2024. This option vested one-third on January 26, 2025, with remaining shares vesting in eight equal quarterly installments thereafter, generally subject to continued employment or service. (5) Reflects the grant date fair value of 2024 awards calculated according to ASC Topic 718, excluding estimated forfeitures. Refer to footnote 5 in the Summary Compensation Table for valuation assumptions. Actual delivered values may vary from these figures. (6) As detailed in footnote 2 to the Summary Compensation Table, Dr. Armen received fully vested Agenus stock instead of cash salary payments in 2024, totaling 66,111 shares with an aggregate grant date fair value of $415,405 (determined in accordance with ASC Topic 718). These shares are reflected in the Option Exercises and Stock Vested for Fiscal Year 2024 Table below.

  27. Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table Dr. Armen's employment agreement, initiated in 2005 and subsequently amended, sets forth his base salary, target bonus, and severance arrangements in the case of a qualifying termination of his employment (see “Potential Payments Upon Termination or Change of Control”). It includes restrictive covenants related to confidentiality, intellectual property assignment, non-competition, and employee non-solicitation, effective for the greater of 18 months post-termination or the duration of severance payments. Dr. O’Day’s employment agreement entered into in October 2020 sets forth his initial salary, target bonus, and severance terms upon a qualifying termination of his employment (see “Potential Payments Upon Termination or Change of Control”). His agreement includes restrictive covenants regarding confidentiality, intellectual property assignment, and non-competition effective during employment and for 12 months post-termination under certain conditions, along with employee non-solicitation restrictions effective for 12 months post-termination or the duration of severance payments, whichever is greater. Ms. Klaskin does not have an employment agreement but is covered by a change of control agreement, details of which are provided under “Potential Payments Upon Termination or Change of Control” below.

  28. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table shows outstanding equity awards for the named executive officers as of December 31, 2024:

  29. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Garo H. Armen, Ph.D. | 12,500 | — | 100.80 | 02/12/2025 | | | 27,750 | — | 83.20 | 03/31/2026 | | | 2,651 | — | 135.40 | 09/16/2026 | | | 42,650 | — | 75.40 | 03/31/2027 | | | 46,760 | — | 113.00 | 03/02/2028 | | | 2,125 | — | 47.60 | 12/31/2028 | | | 83,250 | — | 47.60 | 01/01/2029 | | | 4,375 | — | 64.60 | 11/05/2029 | | | 75,000 | — | 82.40 | 12/24/2029 | | | 2,916 | — | 72.20 | 06/15/2030 | | | 95,000 | — | 74.00 | 12/17/2030 | | | 87,042 | 7,958(6) | 63.60 | 01/01/2031 | | | 87,042 | 7,958(7) | 64.40 | 01/02/2032 | | | 79,800 | 40,200(1) | 49.00 | 01/05/2033 | | | 65,651 | — | 11.90 | 01/17/2034 | | | | 108,000(2) | 11.90 | 01/17/2034 | | | — | 600,000(3) | 2.77 | 11/14/2034 | | Steven J. O’Day, M.D. | 15,000 | — | 64.60 | 01/04/2031 | | | 6,871 | 629(7) | 64.40 | 01/02/2032 | | | 6,648 | 3,352(1) | 49.00 | 01/05/2033 | | | 37,907 | — | 12.26 | 01/16/2034 | | | — | 10,000(4) | 12.26 | 01/16/2034 | | | — | 50,000(3) | 2.77 | 11/14/2034 | | Christine M. Klaskin | 2,250 | — | 100.80 | 02/12/2025 | | | 1,500 | — | 83.20 | 03/31/2026 | | | 377 | — | 135.40 | 09/16/2026 | | | 3,625 | — | 75.40 | 03/31/2027 | | | 4,157 | — | 113.00 | 03/02/2028 | | | 3,750 | — | 47.60 | 12/31/2028 | | | 4,166 | — | 47.60 | 12/31/2028 | | | 226 | — | 64.60 | 11/05/2029 | | | 4,250 | — | 82.40 | 12/24/2029 | | | 625 | — | 72.20 | 06/15/2030 | | | 2,500 | — | 74.00 | 12/17/2030 | | | 2,288 | 212(6) | 63.60 | 01/01/2031 | | | 4,576 | 424(7) | 64.40 | 01/02/2032 | | | 5,415 | 2,730(1) | 49.00 | 01/05/2033 | | | 10,642 | — | 12.26 | 01/16/2034 | | | — | 6,250(4) | 12.26 | 01/16/2034 | | | — | 3,125(5) | 13.25 | 01/26/2034 | | | — | 10,000(3) | 2.77 | 11/14/2034 |

  30. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) Represents options that are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vested on the one-year anniversary of the grant date (which one-year anniversary is nine years prior to the option’s expiration date) and the remainder vest in eight equal quarterly installments thereafter, generally subject to the named executive officer’s continued employment or service with the Company. (2) Represents options granted by our Compensation Committee on January 17, 2024, subject to stockholder approval of an increase in the amount of shares available for issuance under our 2019 EIP, which approval was obtained at our annual shareholder meeting on June 11, 2024. Options are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vested on January 17, 2025 and the remainder vest in eight equal quarterly installments thereafter, generally subject to the named executive officer’s continued employment or service with the Company. (3) Represents options that have a one-year vesting schedule where 100% of the underlying shares vest on November 15, 2025, generally subject to the named executive officer's continued employment or service with the Company. (4) Represents options granted by our Compensation Committee on January 16, 2024, subject to stockholder approval of an increase in the amount of shares available for issuance under our 2019 EIP, which approval was obtained at our annual shareholder meeting on June 11, 2024. Options are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vested on January 16, 2025 and the remainder vest in eight equal quarterly installments thereafter, generally subject to the named executive officer’s continued employment or service with the Company. (5) Represents an option granted by our Compensation Committee on January 26, 2024, subject to stockholder approval of an increase in the amount of shares available for issuance under our 2019 EIP, which approval was obtained at our annual shareholder meeting on June 11, 2024. Options are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vested on January 26, 2025 and the remainder vest in eight equal quarterly installments thereafter, generally subject to the named executive officer’s continued employment or service with the Company. (6) Represents options granted by our Compensation Committee on January 1, 2021 subject to stockholder approval of an increase to the available share pool under our equity incentive plan. Such approval was obtained on June 16, 2021. Options were subject to a four-year vesting schedule pursuant to which one-third of the underlying shares vested on the two-year anniversary of the grant date (which two-year anniversary is eight years prior to the option’s expiration date) and the remainder vested in equal quarterly installments thereafter, generally subject to the named executive officer's continued employment or service with the Company. (7) Represents options that are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vested on the one-year anniversary of the grant date (which one-year anniversary is nine years prior to the option’s expiration date) and the remainder vested in equal quarterly installments thereafter, generally subject to the named executive officer's continued employment or service with the Company.

  31. Option Exercises and Stock Vested for Fiscal Year 2024

    Option Exercises and Stock Vested for Fiscal Year 2024 The following table provides information relating to the vesting of stock awards for Dr. Armen during 2024. No other named executive officer had stock awards vest during 2024. No stock options were exercised by our named executive officers during 2024.

  32. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Stock awards | | | Name | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Garo H. Armen, Ph.D. | 66,111 | 415,405 | | Steven J. O’Day, M.D. | — | — | | Christine M. Klaskin | — | — |

  33. Option Exercises and Stock Vested for Fiscal Year 2024

    (1) For Dr. Armen, includes fully vested shares granted in 2024 in lieu of cash payment of base salary. These amounts are also included under the “Salary” column in the Summary Compensation Table for 2024. (2) The value reported equals the Company’s stock price on the vesting date multiplied by the number of shares acquired on vesting.

  34. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We have entered into employment agreements with Drs. Armen and O’Day that provide for certain payments and benefits in the event of certain terminations of employment or a change of control. Additionally, we are a party to a change-in-control agreement with Ms. Klaskin. The following text summarizes the potential payments to Drs. Armen and O’Day and Ms. Klaskin, and the following tables include estimates of those potential payments assuming that the triggering event occurred on December 31, 2024, the last day of our fiscal year. As used in the following summary, the terms “cause,” “good reason” and “change of control” have the meaning set forth in the applicable agreement. Our Chief Executive Officer Dr. Armen Under Dr. Armen’s employment agreement, if we terminate Dr. Armen’s employment without cause or if he terminates his employment for good reason outside of a change of control, he is entitled to receive from the Company: • his base salary for a period of 18 months, plus a lump sum payment of 150% of the higher of his target annual incentive bonus for the year of termination or his last actual annual incentive bonus; • Company-paid coverage under our medical and dental plans for a period of 18 months following the date of termination; • a lump sum payment of $15,000 for outplacement assistance; • a gross-up for any taxes with respect to such outplacement assistance payment; • a gross-up payment for any taxes, interest and penalties imposed by Section 4999 of the Code; and • at the Compensation Committee’s discretion, the acceleration of vesting of any unvested stock options. Upon a change of control, 100% of any of Dr. Armen’s outstanding unvested performance shares immediately vest and 50% of any of Dr. Armen’s outstanding unvested stock options and restricted stock as of the change of control date become vested and exercisable and, in the case of shares of restricted stock, no longer subject to forfeiture. If a change of control occurs and, within 24 months, we terminate Dr. Armen’s employment without cause or if he terminates his employment for good reason, he is entitled to receive from the Company: • a lump sum payment of 24 months of base salary plus two times the higher of his target annual incentive bonus for the year of termination or his last actual annual incentive bonus; • Company-paid coverage under our medical and dental plans for a period of 24 months following the date of termination; a gross-up for any taxes with respect to such outplacement assistance payment; a gross-up payment for any taxes, interest and penalties imposed by Section 4999 of the Code; and • acceleration of vesting for all then-unvested stock options, performance shares and shares of restricted stock as of the date of termination. Additionally, under Dr. Armen’s employment agreement, he is subject to post-termination non-competition and non-solicitation restrictions that apply for the greater of a period of 18 months post-termination or the period during which he is receiving post-termination payments from us. In the event of Dr. Armen’s death, disability or retirement, all of his unvested stock options will vest in full and become exercisable, and each stock option will remain exercisable for the lesser of (i) three years from the date of such event or (ii) the end of the 10-year term of each such stock option. The following table shows the severance payments and benefits that would be payable to Dr. Armen in the event of a termination of employment without cause or resignation for good reason, including within 24 months following a change of control, assuming such termination and change of control occurred on December 31, 2024.

  35. Potential Payments Upon Termination or Change of Control

    | Executive Benefits and Payments Upon Termination or Change of Control | Termination without Cause or Resignation for Good Reason within 24 months following a Change of Control* ($) | Termination without Cause or with Good Reason* ($) | | Base Salary | 1,430,520 | 1,072,890 | | Bonus Payment | 1,250,000 | 937,500 | | Acceleration of Vesting of Equity | — | — | | Perquisites and Other Personal Benefits | 34,875 | 30,467 | | Gross-up Payments for Change of Control Excise | | | | Taxes | — | — | | Total: | 2,715,395 | 2,040,857 |

  36. Potential Payments Upon Termination or Change of Control

    * We used the following assumptions to calculate these payments: • The value associated with cashing out all stock options that accelerate as a result of the event described in the table is based on a stock price of $2.74, which was the closing price of our common stock on December 31, 2024. Awards were valued based on the number of shares associated with the then-unvested portion of each accelerated award multiplied by the difference between $2.74 and the exercise price related to such award (if any). Upon a change of control without an associated termination of employment, the acceleration of unvested equity would be valued at $0 because the exercise price of each of Dr. Armen’s unvested stock options was greater than the closing price of our common stock on December 31, 2024. • We assumed in each case that the termination of employment is without cause, Dr. Armen does not violate his non-competition or non-solicitation agreements with us following such termination, he does not receive medical and dental insurance coverage from another employer within two years (or 18 months, as applicable) of such termination, and he does not incur legal fees requiring reimbursement from us. We also assumed that the termination of employment does not qualify as a retirement for purposes of Dr. Armen’s stock options. • We used the same assumptions for health care benefits that we used for our financial reporting under generally accepted accounting principles in the United States. For purposes of calculating his gross-up payments, the following are included as parachute payments: cash severance payable upon termination in connection with a change of control, the value of any outplacement services and benefits continuation due in the event of such a termination (including a tax gross-up in respect of outplacement services), and the value of the acceleration of outstanding equity awards, all determined in accordance with applicable tax regulations. We have assumed that all outstanding options are cashed out in the assumed transaction for an amount equal to the excess, if any, of $2.74 (the closing price of our common stock on December 31, 2024) over the exercise price per share under the option, multiplied by the number of shares subject to the option which vest in full. Finally, these figures assume that none of the parachute payments will be discounted as attributable to reasonable compensation and no value is attributed to the executive executing a non-competition agreement in connection with the assumed termination of employment. In the event of a termination of Dr. Armen’s employment due to his death, disability or retirement as of December 31, 2024, and based on the closing price of our common stock of $2.74 per share on December 31, 2024, the value of the unvested stock options that would have vested on such termination would be $0. Our Chief Medical Officer Dr. O’Day Under Dr. O’Day’s employment agreement, if we terminate Dr. O’Day’s employment without cause or if he terminates his employment based on a material reduction in his base salary outside of a change of control, he would be entitled to receive from the Company: • his base salary for a period of 12 months, plus a lump sum payment equal to the higher of his target annual incentive bonus for the year of termination or his last actual annual incentive bonus; • Company-paid coverage under our medical and dental plans for a period of 12 months following the date of termination; • a lump sum payment of $15,000 for outplacement assistance; and • a gross-up for any taxes with respect to such outplacement assistance payment. Upon a change of control, 50% of any of Dr. O’Day’s outstanding unvested stock options and restricted stock as of the change of control date become vested and exercisable, and in the case of restricted stock, no longer subject to forfeiture. If a change of control occurs and, within 18 months, we terminate Dr. O’Day’s employment without cause or if he terminates his employment as a result of a material reduction in his base salary or for good reason, he is entitled to receive from the Company: • a lump sum payment of 18 months of base salary plus 150% of the higher of his target annual incentive bonus for the year of termination or his last actual annual incentive bonus; • Company-paid coverage under our medical and dental plans for a period of 18 months following the date of termination; • a lump sum payment of $15,000 for outplacement assistance; • a gross-up for any taxes with respect to such outplacement assistance payment; and • acceleration of vesting for all then-unvested stock options and shares of restricted stock as of the date of termination. Additionally, under Dr. O’Day’s employment agreement, he is subject to a 12-month post-termination of employment non-competition covenant in the event his employment terminates under certain circumstances and non-solicitation restrictions that apply for the greater of a period of 12 months post-termination or the period during which he is receiving post-termination payments from us. In the event any payment or benefit provided to Dr. O’Day, under his employment agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, the payments and benefits will be automatically reduced to the extent necessary so that such excise tax will not be applicable. The following table shows the severance payments and benefits that would have been payable to Dr. O’Day under his employment agreement in the event of a termination of employment without cause or resignation as a result of a material reduction in his base salary or for good reason, including within 18 months following a change of control, assuming such termination and change of control occurred on December 31, 2024.

  37. Potential Payments Upon Termination or Change of Control

    | Executive Benefits and Payments Upon Termination or Change of Control | Termination without Cause or Resignation for Good Reason within 18 months following a Change of Control* ($) | Termination without Cause or as a Result of a Material Salary Reduction* ($) | | Base Salary | 892,320 | 594,880 | | Bonus Payment | 557,700 | 371,800 | | Acceleration of Vesting of Equity | — | — | | Perquisites and Other Personal Benefits | 43,946 | 35,046 | | Total: | 1,493,966 | 1,001,726 |

  38. Potential Payments Upon Termination or Change of Control

    The value associated with cashing out all stock options that accelerate as a result of the event described in the table is based on a stock price of $2.74, which was the closing market price of our common stock on December 31, 2024. Awards were valued based on the number of shares associated with the then-unvested portion of each accelerated award multiplied by the difference between $2.74 and the exercise price related to such award (if any). Upon a change of control without an associated termination of employment, the acceleration of unvested equity would be valued at $0 because the exercise price of each of Dr. O’Day’s unvested stock options was greater than the closing price of our common stock on December 31, 2024. • We assumed in each case that the termination of employment is without cause, Dr. O’Day does not violate his non-competition or non-solicitation agreements with us following such termination, and does not receive medical and dental insurance coverage from another employer within 18 months of such termination. • We used the same assumptions for health care benefits that we used for our financial reporting under generally accepted accounting principles in the United States. Our Vice President, Finance Ms. Klaskin Under the change of control agreement with Ms. Klaskin, upon a change of control: • 100% of any of Ms. Klaskin’s outstanding unvested performance shares as of the change of control date immediately vest; • 50% of each of Ms. Klaskin’s outstanding unvested stock options and shares of unvested restricted stock as of the change of control date become vested and exercisable, and in the case of restricted stock, no longer subject to forfeiture; and • If a change of control occurs and, within 18 months, we terminate Ms. Klaskin’s employment without cause or if Ms. Klaskin terminates her employment for good reason, she is entitled to receive from the Company: • a lump sum payment of 18 months of base salary plus 150% of the higher of her target annual incentive bonus for the year of termination or her last actual annual incentive bonus; • coverage under our medical and dental plans for 18 months following the date of termination; • a lump sum payment of $15,000 for outplacement assistance; a gross-up for any taxes with respect to such outplacement assistance payment; and the acceleration of vesting of all unvested stock options and unvested restricted stock as of the date of the change of control.

  39. Potential Payments Upon Termination or Change of Control

    | Executive Benefits and Payments Upon Termination or Change of Control | Termination without Cause or Resignation for Good Reason within 18 months following a Change of Control* ($) | | Base Salary | 447,336 | | Bonus Payment | 156,568 | | Acceleration of Vesting of Equity | — | | Perquisites and Other Personal Benefits | 18,641 | | Total: | 622,545 |

  40. Potential Payments Upon Termination or Change of Control

    The value associated with cashing out all stock options that accelerate as a result of the event described in the table is based on a stock price of $2.74, which was the closing market price of our common stock on December 31, 2024. Awards were valued based on the number of shares associated with the then-unvested portion of each accelerated award multiplied by the difference between $2.74 and the exercise price related to such award (if any). Upon a change of control without an associated termination of employment, the acceleration of unvested equity would be valued at $0 because the exercise price of each of Ms. Klaskin’s unvested stock options was greater than the closing price of our common stock on December 31, 2024. • We assumed that the termination of employment is without cause, and Ms. Klaskin does not receive medical and dental insurance coverage from another employer within 18 months of such termination. We used the same assumptions for health care benefits that we used for our financial reporting under generally accepted accounting principles in the United States.

  41. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows the compensation paid or awarded to each non-employee director for his or her service as a non-employee director in 2024. Dr. Armen’s compensation for 2024 is included with that of our other named executive officers above. Dr. Buell, the Chairman of our Executive Council, was appointed to our Board on June 11, 2024 and did not receive any additional compensation for her service on our Board during 2024. :

  42. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2)(3) ($) | Stock Awards(4) ($) | All Other Compensation(5) ($) | Total ($) | | Brian Corvese | 202,500 | 156,308 | 71,500 | 60,000 | 490,308 | | Thomas Harrison(6) | 35,833 | 28,844 | — | — | 64,677 | | Susan Hirsch | 90,000 | 48,950 | — | — | 138,950 | | Allison Jeynes-Ellis(7) | 42,500 | 48,950 | — | — | 91,450 | | Ulf Wiinberg(8) | 85,417 | 48,950 | 60,000 | 10,000 | 204,367 | | Timothy Wright | 150,000 | 82,883 | — | — | 232,883 |

  43. DIRECTOR COMPENSATION

    (1) Includes fees earned in 2024 but deferred pursuant to our Directors’ Deferred Compensation Plan (as amended) or paid in Agenus Inc. common stock. (2) Amounts shown reflect the grant date fair value of stock options granted during 2024 determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. Please see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for the assumptions used in valuing such awards. (3) The aggregate number of shares subject to stock option awards held by each director as of December 31, 2024 was:

  44. DIRECTOR COMPENSATION

    | | Stock Options | | Brian Corvese | 59,645 | | Thomas Harrison | 8,750 | | Susan Hirsch | 25,000 | | Allison Jeynes-Ellis | — | | Ulf Wiinberg | 37,125 | | Timothy Wright | 45,670 |

  45. DIRECTOR COMPENSATION

    (4) Amounts reported include the value of restricted stock units granted with respect to shares of common stock of our subsidiary MiNK Therapeutics, Inc. Amounts shown reflect the grant date fair value of the equity awards determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. Please see Note 8 to the consolidated financial statements included in MiNK Therapeutics, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 for the assumptions used in valuing such awards. (5) Represents cash retainer earned for services under a consulting agreement. (6) Mr. Harrison was appointed to our Board on August 7, 2024. (7) Dr. Jeynes-Ellis resigned from our Board in June 2024. (8) Mr. Wiinberg resigned from our Board effective November 5, 2024 and continues to advise the Company on an ad hoc basis as a senior advisor. Employee directors do not receive any additional compensation for their service as a director. Each year, the Compensation Committee reviews the compensation we pay to our non-employee directors. The Compensation Committee compares our Board compensation to compensation paid to non-employee directors by companies in our peer group, described above. The committee also considers the responsibilities that we ask our Board members to assume and the amount of time required to perform those responsibilities.

  46. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of total annual compensation for Dr. Armen, our chairman and chief executive officer (the “CEO”), to the median of the annual total compensation of all our employees (other than the CEO). For 2024: • Dr. Armen’s total annual compensation as reflected in the Summary Compensation Table: $3,717,621; • Median annual total compensation of all employees (other than CEO): $114,901; and • Ratio of the annual total compensation of the CEO as reflected in the Summary Compensation Table to the median of the annual total compensation of all employees (other than CEO): 1:32.4 In determining the median employee, we chose December 31, 2024 as the date to identify our median employee, and we identified our median employee using the consistently applied compensation measure of base salary as reflected on Company records for all U.S. and non-U.S. employees. Additionally, we annualized the compensation of all employees who were hired in 2024 and were working for us on December 31, 2024, but who did not work for us the entire fiscal year. After we identified our median employee, we measured the median employee’s annual total compensation under SEC rules using base salary earned in 2024, the grant date value of any equity awards received in 2024 and the 401(k) match provided by the Company in 2024, in each case, if applicable. We calculated our median employee’s total annual compensation using the same methodology we used to calculate Dr. Armen’s annual total compensation, as reflected in the “Total” column of the Summary Compensation Table above. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  47. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid and certain financial performance of the Company for Dr. Armen, our principal executive officer (“PEO”), and our named executive officers other than our PEO (“Non-PEO NEOs”) for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. As noted in the CD&A, the principal incentive elements in the Company’s executive compensation program for 2024 were delivered in the form of equity awards in the form of time-based options. As is the case with many companies in the biotechnology industry, our incentive objectives are generally tied to the Company’s strategic and operational goals, and we did not use financial measures to link executive compensation to our financial performance in 2024. Accordingly, we have not included any “Company Selected Measure,” as contemplated under the SEC Pay Versus Performance disclosure rules, or provided a tabular list of financial performance measures.

  48. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Loss ($)(7) | Company Selected Measure | | 2024 | 3,717,621 | 2,445,986 | 725,984 | 828,798 | 3.37 | 113.84 | (232,271,210) | N/A | | 2023 | 5,856,319 | (1,544,888) | 1,074,363 | 755,281 | 20.39 | 115.42 | (257,437,042) | N/A | | 2022 | 5,626,310 | (1,668,911) | 969,686 | 1,003,816 | 58.97 | 111.27 | (230,655,670) | N/A | | 2021 | 9,757,448 | 8,648,207 | 2,809,564 | 1,904,341 | 79.12 | 124.89 | (28,723,733) | N/A | | 2020 | 5,637,244 | (1,572,801) | 1,178,911 | 755,519 | 78.13 | 125.69 | (182,891,108) | N/A |

  49. Pay Versus Performance

    (1) Represents the total from the Summary Compensation Table in each applicable year for Dr. Armen, who was the PEO for all five years reported in the table (2020-2024). (2) Represents the amount of compensation actually paid to Dr. Armen, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the adjustments made to the PEO’s total compensation for each year to determine the compensation actually paid for the relevant year. The amounts reported for 2021, 2022 and 2023 have been revised from the amounts previously reported in prior years’ proxy statements to deduct the amount reported in the Stock Awards column of the Summary Compensation Table for the applicable year, which deduction was inadvertently excluded in prior years’ calculations. (3) Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2024, 2023 and 2022, Dr. O’Day and Ms. Klaskin; for 2021, Drs. Buell and O’Day, Ms. Klaskin, and Adam Krauss, and for 2020, Dr. Buell, Evan D. Kearns, Ms. Klaskin, and Mr. Krauss. (4) Represents the average amount of compensation actually paid to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the adjustments made to the average total compensation for each year to determine the average compensation actually paid for the relevant year. The amounts reported for 2021, 2022 and 2023 have been revised from the amounts previously reported in prior years’ proxy statements to deduct the average of amounts reported in the Stock Awards column of the Summary Compensation Table for the applicable year, which deduction was inadvertently excluded in prior years’ calculations. (5) Represents the cumulative total shareholder return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2019 through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total shareholder return is reported. Total shareholder return is measured by dividing share price change plus dividends, if any, for the measurement period by the share price at the beginning of the measurement period and assumes reinvestment of dividends. The Company did not pay dividends for any of 2024, 2022, 2021, or 2020. In 2023, the Company distributed 0.0146 shares of MiNK common stock to each holder of a share of Agenus common stock or cash equal to $2.21 per share in lieu of fractional shares to be distributed. (6) Represents the weighted cumulative total shareholder return on $100 invested in our peer group as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total shareholder return is reported. The peer group used for this purpose is the Nasdaq Biotechnology Index for all five years disclosed, which is the same peer group used in our Annual Report on Form 10-K for each of these years for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. (7) Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023, 2022, 2021, and 2020, as applicable.

  50. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  51. Compensation Actually Paid Adjustments

    | Year | Summary Compensation Table Total ($) | (Minus) Option Awards and Stock Awards Columns from the Summary Compensation Table ($) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) | Plus (Minus) Change in Fair Value from Prior Fiscal Year-End to Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) | Fair Value as of the Vesting Date of Awards Granted and that Vested in the Same Year ($) | Plus (Minus) Change in Fair Value from Prior Fiscal Year-End to Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) | Compensation Actually Paid ($) | | PEO | | | | | | | | | | 2024 | 3,717,621 | (2,945,984) | 291,102 | (28) | 864,624 | 518,651 | — | 2,445,986 | | 2023 | 5,856,319 | (4,520,820) | — | (1,890,743) | 937,500 | (1,927,144) | — | (1,544,888) | | 2022 | 5,626,310 | (4,312,300) | 2,887,244 | (1,600,793) | 937,498 | (2,359,064) | (2,847,806) | (1,668,911) | | 2021 | 9,757,448 | (8,473,366) | 3,981,765 | (168,188) | 589,498 | 2,961,050 | — | 8,648,207 | | 2020 | 5,637,244 | (4,563,132) | 3,634,486 | (3,083,658) | — | (10,353) | (3,187,388) | (1,572,801) | | Non-PEO NEOs (Average) | | | | | | | | | | 2024 | 725,984 | (271,088) | 14,556 | (35) | 318,239 | 41,142 | — | 828,798 | | 2023 | 1,074,363 | (385,154) | — | (148,336) | 279,019 | (64,611) | — | 755,281 | | 2022 | 969,686 | (346,208) | 189,950 | (27,408) | 254,873 | (14,653) | (22,424) | 1,003,816 | | 2021 | 2,809,564 | (2,067,449) | 734,629 | (12,412) | 130,087 | 309,922 | — | 1,904,341 | | 2020 | 1,178,911 | (759,380) | 624,484 | (222,779) | — | (18,190) | (47,527) | 755,519 |

  52. Compensation Actually Paid Adjustments

    For the values of equity awards included in the above table, fair values are calculated in accordance with FASB ASC Topic 718 and, in the case of performance-based stock options and performance shares, are based on the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by our Compensation Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. Relationship Between Pay and Performance

  53. Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our Net Income (Loss)

    Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our Net Income (Loss) As noted above, as is the case with many companies in the biotechnology industry, the Company’s incentive objectives are generally tied to our strategic and operational goals rather than financial goals. Accordingly, our compensation program is not influenced by financial metrics, such as net income. For 2020, our net loss was $182.9 million as compared to the “compensation actually paid” of a negative $1.6 million for Dr. Armen and $0.8 million for the average of our Non-PEO NEOs. For 2021, our net loss was $28.7 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was $8.6 million and $1.9 million, respectively. In 2022, our net loss was $230.7 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was negative $1.7 million and a positive $1.0 million, respectively. With respect to 2023, our net loss was $257.4 million, while the “compensation actually paid” was a negative $1.5 million for Dr. Armen and a positive $0.8 million for the average of our Non-PEO NEOs. In 2024, our net loss was $232.3 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was $2.4 million and $0.8 million, respectively. The fluctuations in our “compensation actually paid” were driven by the fluctuations in our stock price over the five-year period, particularly in light of the leverage of our executive compensation program towards equity awards.

  54. Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our TSR

    Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our TSR The following chart sets forth the relationship between compensation actually paid to our PEO and, the average compensation actually paid to our Non-PEO NEOs, each as set forth in the table above, and our total shareholder return ("TSR") over the five-year period from 2020 through 2024. Description of Relationship between our TSR and Peer Group Index TSR. The following chart compares our TSR over the five-year period from December 31, 2019 through 2024 to that of the Nasdaq Biotechnology Index over the same time period.