DEF 14A of Agenus Inc
Filed Apr 30, 2026 · FY20250001193125-26-197536
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS The Board of Directors has nominated Garo Armen and Jennifer Buell for election as Class II directors. The nominees currently serve as Class II 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 2028 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 Garo Armen and Jennifer Buell, for re-election to a term as Class II directors, expiring at the 2029 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 Garo Armen and Jennifer Buell as Class II 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.
Board Snapshot
Board Snapshot
Board Snapshot
| Director | Age | Director Since | Independent | Committees | | Garo H. Armen, Ph.D.* (Class II) | 73 | 1999 | No (CEO) | Executive Committee | | Jennifer Buell, Ph.D.* (Class II) | 52 | 2024 | No (Chair, Exec. Council) | — | | Brian Corvese (Class I) | 68 | 2007 | Yes | Compensation (Chair); Corp. Governance & Nominating; Executive (Chair) | | Timothy R. Wright (Class I) | 68 | 2006 | Yes | Audit & Finance; Compensation; Corp. Governance & Nominating; Executive; Affiliate Transactions | | Susan Hirsch (Class III) | 73 | 2020 | Yes | Audit & Finance; Compensation; Affiliate Transactions | | Thomas Harrison (Class III, Lead Director) | 78 | 2024 | Yes | Audit & Finance (Chair); Corp. Governance & Nominating (Chair) |
Board Snapshot
* Nominee for election at the 2026 Annual Meeting. Below are the names and certain information about each member of the Board, including Garo Armen and Jennifer Buell, the nominees for election as Class II directors:
CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026 – FOR ELECTION AT THE 2026 ANNUAL MEETING
CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026 – FOR ELECTION AT THE 2026 ANNUAL MEETING
CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026 – FOR ELECTION AT THE 2026 ANNUAL MEETING
| Garo H. Armen, Ph.D. Age: 73 Founder and Chairman and Chief Executive Officer of Agenus Inc. Director since 1999 (a) Executive Committee | Dr. Armen has been Chairman and Chief Executive Officer of Agenus since he co-founded the Company in 1994. He brings the Board a deep historical and practical knowledge of the business and its technologies, together with decades of experience in finance and biopharmaceuticals. From mid-2002 through 2004, Dr. Armen was Chairman of the Board of Elan Corporation, plc, which he helped restructure. He currently serves as Executive Chairman of Protagenic Therapeutics, Inc. and as 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. He holds a Ph.D. in physical organic chemistry from the City University of New York. | | Jennifer Buell, Ph.D. Age: 52 Chairman of the Executive Council of Agenus Inc. Director since 2024 | Dr. Buell has served as President and CEO of MiNK Therapeutics since 2021 and as Chairman of the Executive Council of Agenus since 2023. She has more than 27 years of biopharmaceutical experience advancing programs from discovery through clinical development and commercialization. Since July 2020, Dr. Buell has served as a director of Protagenic Therapeutics, Inc. From 2018 to 2021, Dr. Buell was President and Chief Operating Officer of Agenus, where she was responsible for operations, investor relations, and external affairs. Prior to Agenus, she held R&D operations leadership positions at Bristol-Myers Squibb and the Harvard Clinical Research Institute (now Baim Institute). Dr. Buell holds a Ph.D. in Cellular, Biochemical, and Molecular Biochemistry and an M.S. in Biostatistics from Tufts University. |
CLASS I DIRECTORS—TERMS TO EXPIRE IN 2028
CLASS I DIRECTORS—TERMS TO EXPIRE IN 2028
CLASS I DIRECTORS—TERMS TO EXPIRE IN 2028
| Brian Corvese Age: 68 President and Founder of Vencor Capital Director since 2007 (a) Compensation Committee (Chair) (b) Corporate Governance and Nominating Committee (c) Executive Committee (Chair) | Since 1999, Mr. Corvese has been President and Founder of Vencor Capital, a private equity firm. He previously served as a Managing Director and partner at Soros Fund Management, and as a partner at Chancellor Capital Management where he managed portfolios focused on basic industries, restructurings, and special situations. Earlier in his career, Mr. Corvese was an equity analyst at Drexel Burnham Lambert covering the chemical and specialty chemical industries. He currently serves on the boards of National Telecommunications Corporation (Cairo) and Protagenic Therapeutics. He holds degrees in finance and political science from the University of Rhode Island and attended New York University Graduate School. | | Timothy R. Wright Age: 68 Director since 2006, Lead Director 2009-July 2025 (a) Compensation Committee (b) Corporate Governance and Nominating Committee (c) Audit and Finance Committee (d) Executive Committee | Mr. Wright is currently President and CEO of BIORG, a human organoid company, and a faculty member of the Wake Forest Institute for Regenerative Medicine. He is also currently serves on the board of Protagenic Therapeutics. He previously served as CEO of MiMedx Group from May 2019 to September 2022 and as a Founding Partner of Signal Hill Advisors, LLC since February 2011. Mr. Wright has held senior global executive roles including Executive Vice President, Mergers and Acquisitions, Strategy and Innovation at Teva Pharmaceutical Industries Ltd. and President of Covidien Mallinckrodt. |
CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027
CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027
CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027
| Susan Hirsch Age: 73 Director since 2020 (a) Audit and Finance Committee (b) Compensation Committee | Ms. Hirsch has over 40 years of investment and finance experience, most recently as a Managing Director and Portfolio Manager at Nuveen, where she managed over $20 billion in assets. She previously served as Executive Vice President and Portfolio Manager for Mid-Cap Growth and technology sector portfolios at Jennison Associates, and as Senior Portfolio Manager at Lehman Brothers Global Asset Management and Delphi Asset Management. She holds a B.S. in accounting and finance from Brooklyn College. The Board has determined that Ms. Hirsch qualifies as an audit committee financial expert. | | Thomas Harrison Age: 78 Director since 2024 Lead Director since July 2025 (a) Audit and Finance Committee (Chair) (c) Corporate Governance and Nominating Committee (Chair) | Mr. Harrison is Senior Operating Partner at Merida Capital Partners. He has been Chairman Emeritus of the Diversified Agency Services Division of Omnicom Group, Inc. since 2016, having served as Chairman and CEO of that division from 1997 to 2016, overseeing marketing services businesses across public relations, crisis management, branding, and healthcare advertising. He co-founded Harrison & Star Business Group and served as its Chairman and CEO from 1987 to 1997. He currently serves on the boards of AFC Gamma and Acurx Pharmaceuticals. Mr. Harrison holds Master of Science and Doctoral degrees from West Virginia University. The Board has determined that Mr. Harrison qualifies as an audit committee financial expert. |
CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027
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.
2025 Peer Group
2025 Peer Group Our Compensation Committee engages Aon Radford as its independent compensation consultant to evaluate our executive compensation program relative to peers. The Compensation Committee determined that no updates were required to the peer group for 2025, and used the same peer group as in 2024:
2025 Peer Group
| 2025 and 2024 Peer Group | | 2seventy bio | | ALX Oncology | | Atara Biotherapeutics, Inc. | | Fate Therapeutics, Inc. | | Immuneering | | Inhibrx | | Inovio Pharmaceuticals, Inc. | | Instil Bio, Inc. | | iTeos Therapeutics | | Karyopharm Therapeutics Inc. | | MacroGenics, Inc. | | Mersana Therapeutics, Inc. | | Precigen | | Precision BioSciences, Inc. | | Repare Therapeutics | | Seres Therapeutics, Inc. | | Sutro Biopharma | | Voyager Therapeutics, Inc. | | Zentalis Pharmaceuticals, Inc. |
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 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Garo H. Armen, Ph.D.(2) | 2025 | 715,260 | 429,156 | 141,000 | 64,909 | 1,350,325(6) | | Chief Executive Officer | 2024 | 715,260 | 429,156 | 2,945,984 | 56,377 | 4,146,777(6) | | Steven J. O’Day, M.D. | 2025 | 594,880 | 297,440 | — | 10,500 | 902,820(6) | | Chief Medical Officer | 2024 | 594,880 | 297,440 | 363,261 | 10,350 | 1,265,931(6) | | Christine M. Klaskin | 2025 | 298,224 | — | 27,257 | 6,538 | 332,019(6) | | Vice President, Finance | 2024 | 298,224 | 104,378 | 178,915 | 6,338 | 587,855(6) |
Summary Compensation Table
(1) A portion of the amounts reported in this column for Ms. Klaskin for both 2025 and 2024 ($29,822) 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 2025 and 2024 base salary figures include amounts paid in the form of Agenus stock. (3) The amounts reflect annual incentive bonuses for the respective year. For 2025, the amounts reported for Drs. Armen and O’Day (Ms. Klaskin was not eligible for a 2025 bonus) reflect the amount of the annual incentive bonus that would have been paid in cash, absent the Company’s decision to issue payment in the form of options to purchase Agenus stock with the number of shares underlying such option determined by dividing 125% of the amount of the annual incentive bonus reported in the table by the closing price on the grant date ($3.90 per share, which was the closing price of our stock on April 24, 2026) which resulted in Drs. Armen and O’Day being granted 137,550 and 95,333 options, respectively. As of the award date, the values of such grants, calculated in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures were $432,904 and $300,037, for Drs. Armen and O'Day, respectively. The intrinsic value of these grants is $0 as of April 29, 2026, the day immediately prior to the filing of this proxy statement. The grant date fair value of these incremental options is not included in the option awards column for 2025 because the options were granted in 2026. The 2024 bonuses were determined in May 2025, after the 2025 Proxy Statement was filed, and were contingent on 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 17, 2025. For the 2024 bonuses, payments were made in the form of fully vested Agenus stock with the number of shares granted based on the bonus amount of $429,156 (Dr. Armen), $297,440 (Dr. O'Day), and $104,378 (Ms. Klaskin), calculated using closing price on the June 18, 2025 grant date of $4.47. (4) 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 2025 Annual Report on Form 10-K for valuation assumptions. See also footnote (3). Actual realized values may differ from these reported amounts. (5) For Dr. O’Day and Ms. Klaskin, amounts represent matching contributions under our 401(k) plan made in 2025. 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 $48,285 in incremental expense for family member travel when necessary to accommodate Dr. Armen’s schedule. (6) The following table details cash compensation paid to each named executive officer. All other amounts in the Summary Compensation Table are non-cash compensation (shares and options), valued in accordance with ASC Topic 718. As noted in footnote 2, Dr. Armen received a portion of his salary in the form of Agenus stock in 2025 and 2024, in each case, having a value at issuance equal to the value of such salary.
Summary Compensation Table
| Name | 2025 ($) | 2024 ($) | | Garo H. Armen, Ph.D. | 299,092 | 299,855 | | Steven J. O’Day, M.D. | 605,380 | 605,230 | | Christine M. Klaskin | 304,762 | 304,563 |
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The following table sets forth information with respect to plan-based awards granted to our named executive officers during the year ended December 31, 2025.
Grants of Plan-Based Awards for Fiscal Year 2025
| Executive Officer | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Options Awards ($)(2) | | Garo H. Armen, Ph.D(3) | 06/17/2025(1) | — | 37,500 | 3.02 | 141,000 | | Christine M. Klaskin | 06/17/2025(1) | — | 7,250 | 3.02 | 27,257 |
Grants of Plan-Based Awards for Fiscal Year 2025
(1) Options granted on May 28, 2025 were 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 17, 2025. Options are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vested on May 28, 2026 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) Reflects the grant date fair value of the awards calculated according to ASC Topic 718, excluding estimated forfeitures. Refer to footnote 4 in the Summary Compensation Table for valuation assumptions. Actual delivered values may vary from these figures. (3) As detailed in footnote 2 to the Summary Compensation Table, Dr. Armen received fully vested Agenus stock instead of cash salary payments in 2025, totaling 121,575 shares with an aggregate grant date fair value of $416,168 (determined in accordance with ASC Topic 718). These shares are reflected in the Option Exercises and Stock Vested for Fiscal Year 2025 Table below.
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 Base Salary Base salaries for our executives are generally positioned near the 50th percentile of our peer group. The Compensation Committee considers seniority, experience, role, and market data, and reviews salaries annually in the context of overall financial position. In 2025, the Committee elected not to increase named executive officer base salaries, keeping them at 2024 levels.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
| Named Executive Officer | 2025 Base Salary | | Dr. Armen | $715,260* | | Dr. O’Day | $594,880 | | Ms. Klaskin | $298,224 |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Dr. Armen has elected to receive both his base compensation and his annual bonus compensation entirely in the form of Agenus common stock and stock options, with no cash component. The Compensation Committee first approved this approach for Dr. Armen's net base salary in August 2023; the arrangement has been extended annually and has been supplemented by parallel elections with respect to annual bonus compensation. Consistent with these elections, all 2024 annual bonuses for our named executive officers were paid in fully vested Agenus common stock. Under these elections, the realized compensation of the participating executives tracks directly with the Company's long-term share price performance. Annual Incentive Bonuses Annual incentive bonuses are paid under our Executive Incentive Plan and are based on achievement of Company goals and individual performance. For 2025, each of our named executive officers was eligible to receive an annual incentive bonus, except Ms. Klaskin as she resigned on December 31, 2025. Each eligible executive is eligible to earn 0-200% of target, subject to Compensation Committee determination.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
| Named Executive Officer | 2025 Target Bonus (% of base salary) | | Dr. Armen | 60 | | Dr. O’Day | 50 | | Ms. Klaskin | 35 |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
For 2025, corporate objectives focused on: advancing BOT+BAL toward registration, including initiation of the BATTMAN Phase 3 trial; progression of studies and publishing data including clinical outcomes in MSS mCRC and other refractory tumors; expanding development into additional tumor types and earlier lines of therapy; establishing real-world access; and executing with financial discipline, including the Zydus collaboration. In determining the annual incentive bonus payouts for our executive officers for 2025, our Compensation Committee determined that the majority of the Company’s pre-established goals and objectives for 2025, as described above, were accomplished. For 2025, our Compensation Committee approved an annual incentive bonus payout for each of our named executive officers (Ms. Klaskin was not eligible to receive a bonus) as follows: Drs. Armen and O'Day at 100% of target. In 2026, our Board determined to pay our employees, including our named executive officers, their annual incentive bonuses in the form of time-based options, in lieu of cash, with the number of shares underlying such options determined by dividing 125% of the employee’s earned bonus by the closing price of our common on April 24, 2026 ($3.90 per share). This resulted in Drs. Armen and O'Day being granted 137,550 and 95,333 options, respectively. These options vest as to 100% of the underlying shares on May 24, 2026, subject to the executive's continued employment or service with us through the applicable vesting date. The table below shows for each of our named executive officers (i) his target annual incentive bonus (as a percentage of base salary), (ii) actual annual incentive bonus that would have been received if it had been paid in cash (as a percentage of base salary), and (iii) actual annual incentive bonus that would have been received if it had been paid in cash (as a percentage of target), in each case of (ii) and (iii) after giving effect to the 125% multiplier applied as a result of the payment in stock options. The amounts reported do not take into account the grant date fair value of the options.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
| Named Executive Officer | 2025 Target Bonus (% of base salary) | 2025 Actual Bonus (% of base salary) | 2025 Actual Bonus (% of target) | | Dr. Armen | 60% | 75% | 125% | | Dr. O’Day | 50% | 63% | 125% |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Long-Term Incentives Long-term incentives for 2025 consisted of time-vesting stock options. Because options provide value only if the underlying stock appreciates, they are inherently performance-linked. Equity grants align executive interests with those of stockholders over the long term. Agreements with Our Named Executive Officers Dr. Armen's employment agreement, initially entered in 2005 and subsequently amended, sets forth his base salary, target bonus, and severance arrangements. It includes customary restrictive covenants, including confidentiality, intellectual property assignment, non-competition, and employee non-solicitation, generally effective for the longer of 18 months post-termination or the duration of severance payments. Dr. O'Day's employment agreement, entered in October 2020, sets forth his initial salary, target bonus, and severance terms. It includes restrictive covenants regarding confidentiality, intellectual property assignment, and non-competition effective during employment and for 12 months post-termination under certain conditions, and employee non-solicitation for 12 months post-termination or the duration of severance payments, whichever is greater. Ms. Klaskin did not have an employment agreement but was covered by a change-of-control agreement. Effective December 31, 2025, Ms. Klaskin resigned as Vice President of Finance and entered into a consulting agreement with the Company providing for up to 20 hours per month of advisory, mentoring, and transition services, paid at an hourly rate in immediately vesting restricted stock units under the 2019 EIP, with continued vesting of her existing equity awards during the six-month term.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table shows outstanding equity awards for the named executive officers as of December 31, 2025. As the table demonstrates — and as Proposal 4 addresses — a substantial number of our executives' outstanding options carry exercise prices well above recent market prices and therefore provide little or no retention or incentive value:
Outstanding Equity Awards at Fiscal Year-End 2025
| | 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. | 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 | | | 95,000 | — | 63.60 | 01/01/2031 | | | 95,000 | — | 64.40 | 01/02/2032 | | | 109,950 | 10,050(1) | 49.00 | 01/05/2033 | | | 65,651 | — | 11.90 | 01/17/2034 | | | 62,775 | 45,225(2) | 11.90 | 01/17/2034 | | | 600,000 | — | 2.77 | 11/14/2034 | | | — | 37,500(5) | 3.02 | 05/28/2035 | | Steven J. O’Day, M.D. | 15,000 | — | 64.60 | 01/04/2031 | | | 7,500 | — | 64.40 | 01/02/2032 | | | 9,159 | 841(1) | 49.00 | 01/05/2033 | | | 37,907 | — | 12.26 | 01/16/2034 | | | 5,811 | 4,189(3) | 12.26 | 01/16/2034 | | | 50,000 | — | 2.77 | 11/14/2034 | | Christine M. Klaskin | 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 | | | 2,500 | — | 63.60 | 01/01/2031 | | | 5,000 | — | 64.40 | 01/02/2032 | | | 7,461 | 684(1) | 49.00 | 01/05/2033 | | | 10,642 | — | 12.26 | 01/16/2034 | | | 3,631 | 2,619(3) | 12.26 | 01/16/2034 | | | 1,814 | 1,311(4) | 13.25 | 01/26/2034 | | | 10,000 | — | 2.77 | 11/14/2034 | | | — | 7,250(5) | 3.02 | 05/28/2035 |
Outstanding Equity Awards at Fiscal Year-End 2025
(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 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. (4) 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. (5) Represents options granted by our Compensation Committee on May 28, 2025, 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 17, 2025. Options are subject to a three-year vesting schedule pursuant to which one-third of the underlying shares vest on May 28, 2026 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.
Option Exercises and Stock Vested for Fiscal Year 2025
Option Exercises and Stock Vested for Fiscal Year 2025 No stock options were exercised by NEOs during 2025. The following table shows vesting of stock awards for NEOs during 2025, including shares issued in lieu of cash base salary (Dr. Armen) and shares issued in lieu of cash payment of 2024 bonuses (all NEOs).
Option Exercises and Stock Vested for Fiscal Year 2025
| | Stock awards | | | Name | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Garo H. Armen, Ph.D. | 217,583 | 845,324 | | Steven J. O’Day, M.D. | 66,541 | 297,440 | | Christine M. Klaskin | 23,350 | 104,378 |
Option Exercises and Stock Vested for Fiscal Year 2025
(1) For each of our named executive officers, includes fully vested shares granted in 2025 in lieu of cash payment for 2024 bonuses. See footnote 3 to the Summary Compensation Table for further information on the shares granted in lieu of 2024 bonuses. For Dr. Armen, also includes fully vested shares granted in 2025 in lieu of cash payment of base salary, these amounts are also included under the “Salary” column in the Summary Compensation Table for 2025. (2) The value reported equals the Company’s stock price on the vesting date multiplied by the number of shares acquired on vesting.
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 were 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, 2025, 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; 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, 2025.
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 | 858,312 | 643,734 | | Acceleration of Vesting of Equity | 4,500 | — | | Perquisites and Other Personal Benefits | 23,459 | 21,906 | | Gross-up Payments for Change of Control Excise | | | | Taxes | — | — | | Total: | 2,316,791 | 1,738,530 |
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 $3.14, which was the closing price of our common stock on December 31, 2025. Awards were valued based on the number of shares associated with the then-unvested portion of each accelerated award multiplied by the difference between $3.14 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 $2,250. • 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 $3.14 (the closing price of our common stock on December 31, 2025) 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, 2025, and based on the closing price of our common stock of $3.14 per share on December 31, 2025, the value of the unvested stock options that would have vested on such termination would be $4,500. 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 $15,000 for outplacement assistance; • a gross-up for any taxes with respect to such outplacement assistance payment; and • acceleration of vesting for all then-unvested stock options and shares of restricted stock as of the date of termination. Additionally, under Dr. O’Day’s employment agreement, he is subject to a 12-month post-termination of employment non-competition covenant in the event his employment terminates under certain circumstances and non-solicitation restrictions that apply for the greater of a period of 12 months post-termination or the period during which he is receiving post-termination payments from us. In the event any payment or benefit provided to Dr. O’Day, under his employment agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, the payments and benefits will be automatically reduced to the extent necessary so that such excise tax will not be applicable. The following table shows the severance payments and benefits that would have been payable to Dr. O’Day under his employment agreement in the event of a termination of employment without cause or resignation as a result of a material reduction in his base salary or for good reason, including within 18 months following a change of control, assuming such termination and change of control occurred on December 31, 2025.
Potential Payments Upon Termination or Change of Control
| Executive Benefits and Payments Upon Termination or Change of Control | Termination without Cause or Resignation for Good Reason within 18 months following a Change of Control* ($) | Termination without Cause or as a Result of a Material Salary Reduction* ($) | | Base Salary | 892,320 | 594,880 | | Bonus Payment | 446,160 | 297,440 | | Acceleration of Vesting of Equity | — | — | | Perquisites and Other Personal Benefits | 26,387 | 23,339 | | Total: | 1,364,867 | 915,659 |
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 $3.14, which was the closing market price of our common stock on December 31, 2025. Awards were valued based on the number of shares associated with the then-unvested portion of each accelerated award multiplied by the difference between $3.14 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, 2025. • 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 Former Vice President, Finance Ms. Klaskin Under the change of control agreement with Ms. Klaskin as in effect during 2025, 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 $15,000 for outplacement assistance; • a gross-up for any taxes with respect to such outplacement assistance payment; and the acceleration of vesting of all unvested stock options and unvested restricted stock as of the date of the change of control.
Potential Payments Upon Termination or Change of Control
| Executive Benefits and Payments Upon Termination or Change of Control | Termination without Cause or Resignation for Good Reason within 18 months following a Change of Control* ($) | | Base Salary | 447,336 | | Bonus Payment | 156,568 | | Acceleration of Vesting of Equity | 870 | | Perquisites and Other Personal Benefits | 17,705 | | Total: | 622,479 |
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 $3.14, which was the closing market price of our common stock on December 31, 2025. Awards were valued based on the number of shares associated with the then-unvested portion of each accelerated award multiplied by the difference between $3.14 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 $435 because the exercise price of each of Ms. Klaskin’s unvested stock options was greater than the closing price of our common stock on December 31, 2025. We assumed that the termination of employment is without cause, and Ms. Klaskin does not receive medical and dental insurance coverage from another employer within 18 months of such termination. We used the same assumptions for health care benefits that we used for our financial reporting under generally accepted accounting principles in the United States.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows the compensation paid or awarded to each non-employee director for his or her service as a non-employee director in 2025. Our non-employee director compensation program is designed to attract and retain qualified directors and to align their interests with those of our stockholders. The program is reviewed annually by the Compensation Committee with input from Aon Radford, and comprises an annual cash retainer, additional retainers for committee service and committee chair roles, and an annual equity grant. Dr. Armen’s compensation for 2025 is included with that of our other named executive officers above. Dr. Buell, the Chairman of our Executive Council, did not receive any additional compensation for her service on our Board during 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2)(3) ($) | Total ($) | | Brian Corvese | 262,500 | 112,822 | 375,322 | | Thomas Harrison | 110,833 | 64,208 | 175,041 | | Susan Hirsch | 95,000 | 55,035 | 150,035 | | Timothy Wright | 141,667 | 57,787 | 199,454 |
DIRECTOR COMPENSATION
(1) Includes fees earned in 2025 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 2025 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, 2025 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, 2025 was:
DIRECTOR COMPENSATION
| | Stock Options | | Brian Corvese | 89,458 | | Thomas Harrison | 26,250 | | Susan Hirsch | 40,000 | | Timothy Wright | 60,483 |
DIRECTOR COMPENSATION
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.
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.
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) | Net Loss ($)(7) | | 2025 | 1,350,325 | 3,600,825 | 617,420 | 915,784 | 6.54 | (3,083,392) | | 2024 | 4,146,777 | 2,875,142 | 926,893 | 1,029,707 | 3.37 | (232,271,210) | | 2023 | 5,856,319 | (1,544,888) | 1,074,363 | 755,281 | 20.39 | (257,437,042) |
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 three years reported in the table (2023-2025). (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. (3) Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of Dr. O’Day and Ms. Klaskin for all three years reported in the table (2023-2025). (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. (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 2022 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 2025 or 2024. 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 $2.21 per share in lieu of fractional shares to be distributed. (7) Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2025, 2024 and 2023, as applicable.
Compensation Actually Paid Adjustments
Compensation Actually Paid Adjustments
Compensation Actually Paid Adjustments
| Year | Summary Compensation Table Total ($) | (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 | | | | | | | | | | 2025 | 1,350,325 | (141,000) | 15,518 | (17) | 429,156 | 1,946,843 | — | 3,600,825 | | 2024 | 4,146,777 | (2,945,984) | 291,102 | (28) | 864,624 | 518,651 | — | 2,875,142 | | 2023 | 5,856,319 | (4,520,820) | — | (1,890,743) | 937,500 | (1,927,144) | — | (1,544,888) | | Non-PEO NEOs (Average) | | | | | | | | | | 2025 | 617,420 | (13,629) | 1,500 | (1) | 200,909 | 109,585 | — | 915,784 | | 2024 | 926,893 | (271,088) | 14,556 | (35) | 318,239 | 41,142 | — | 1,029,707 | | 2023 | 1,074,363 | (385,154) | — | (148,336) | 279,019 | (64,611) | — | 755,281 |
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
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 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 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 $2.9 million and $1.0 million, respectively. In 2025, our net loss was $3.1 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was $3.6 million and $0.9 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.
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 three-year period from 2023 through 2025.