Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 10, 2026, the Compensation Committee (the "Committee") of the Board of Directors of Agenus Inc. (the "Company") approved a special, one-time performance-based stock option award to Garo H. Armen, Ph.…
Filed Aug 13, 2026Accepted Aug 12, 2026, 9:30 PM EDTCIK 1098972Accession 0001193125-26-347518
Agenus is a leading immuno-oncology company targeting cancer with a comprehensive pipeline of immunological agents. The company was founded in 1994 with a mission to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through MiNK Therapeutics) and adjuvants. Agenus has robust end-to-end development capabilities, across commercial and clinical cGMP manufacturing facilities, research and discovery, and a global clinical operations footprint. Agenus is headquartered in Lexington, MA. For more information, visit www.agenusbio.com or @agenus_bio. Information that may be important to investors will be routinely posted on our website and social media channels.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2026, the Compensation Committee (the "Committee") of the Board of Directors of Agenus Inc. (the "Company") approved a special, one-time performance-based stock option award to Garo H. Armen, Ph. D., the Company’s Chairman and Chief Executive Officer, under and subject to the Company’s Amended and Restated 2019 Equity Incentive Plan. The Committee acted with the assistance of its independent compensation consultant, Aon Talent Solutions, which evaluated multiple alternative structures.
The award consists of 1,971,500 performance-based stock options with a 10-year term. At Dr. Armen’s request, the exercise price of the options was set at $7.78 per share, the price at which options were granted to other members of the Company’s management team on August 5, 2026, which exceeded the closing price of the Company’s common stock on August 10, 2026. Dr. Armen requested that his options not be priced below those of his team, resulting in a premium exercise price.
The options are divided into five equal tranches, each of which vests only if the Company’s stock price achieves and sustains, for 30 consecutive calendar days during the five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share, subject in each case to a minimum three-year service requirement. Unvested options are forfeited upon termination of employment for any reason, including retirement and in connection with a change in control, and no acceleration provisions apply; in the case of death or disability, the Committee retains discretion to vest previously earned tranches. Shares acquired upon exercise, except as necessary to pay tax withholding are generally subject to a one-year post-exercise holding requirement. The award is subject to the Company’s clawback policy.