AGENUS INC Files DEF 14A with Executive Compensation Details

TL;DR

<b>AGENUS INC files a DEF 14A detailing executive compensation and stock awards for fiscal years 2020-2023.</b>

AI Summary

AGENUS INC (AGEN) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Filing type is DEF 14A, filed on 2024-04-26, reporting period ending 2024-06-11. Company name is AGENUS INC, Central Index Key 0001098972, SIC code 2836 (Biological Products). Business and mailing address are both 3 Forbes Road, Lexington, MA 02421. Former company name was ANTIGENICS INC /DE/, with a name change date of 1999-11-15. The filing includes details on Option Awards and Stock Awards for PEO and Non-PEO members across fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking AGENUS INC, this filing contains several important signals. This DEF 14A filing provides crucial information regarding the compensation structure and equity awards granted to key executives, which is vital for shareholders to assess management's alignment with company performance. Understanding the details of stock options and awards, including their fair values and changes over fiscal years, helps investors evaluate potential dilution and the long-term incentives provided to leadership.

Risk Assessment

Risk Level: low — AGENUS INC shows low risk based on this filing. The filing is a routine DEF 14A, which primarily discloses executive compensation and governance information, posing no immediate new risks.

Analyst Insight

Review the executive compensation details and stock award grants to understand management incentives and potential equity dilution.

Key Numbers

• 2024-04-26 — Filing Date (DEF 14A filing date)
• 2024-06-11 — Reporting Period End Date (Conformed period of report)
• 0001098972 — Central Index Key (AGENUS INC's Central Index Key)
• 2836 — SIC Code (Biological Products (No Diagnostic Substances))
• 19991115 — Former Company Name Change Date (ANTIGENICS INC /DE/)

Key Players & Entities

• AGENUS INC (company) — Filer name
• 0000950170-24-048786 (other) — Accession Number
• 2024-04-26 (date) — Filed as of date
• 2024-06-11 (date) — Conformed period of report
• 0001098972 (other) — Central Index Key
• 2836 (other) — Standard Industrial Classification
• DE (other) — State of Incorporation
• 19991115 (date) — Date of former company name change

FAQ

Industry Context

AGENUS INC operates in the Biological Products industry, focusing on products that are not diagnostic substances.

Regulatory Implications

The filing is a DEF 14A, which is a proxy statement filed with the SEC under the Securities Exchange Act of 1934.

What Investors Should Do

1. Analyze the executive compensation table for named executive officers.
2. Review the details of stock option and stock awards granted, including vesting schedules and fair values.
3. Note any changes in compensation structure or award types compared to previous filings.

Key Dates

• 2024-04-26: Filing Date — Filing of DEF 14A
• 2024-06-11: Reporting Period End — Period covered by the filing
• 1999-11-15: Former Company Name Change — Date ANTIGENICS INC /DE/ changed name

Year-Over-Year Comparison

This is a DEF 14A filing, which typically provides updated information on executive compensation and corporate governance annually.

Key Financial Figures

• $12,000 — e Advisors, LLC at an estimated cost of $12,000 plus reimbursement of expenses to assis
• $20 billion — e she was responsible for managing over $20 billion in assets including the TIAA-CREF Large
• $6.6 billion — he TIAA-CREF Large-Cap Growth Fund with $6.6 billion in assets. Prior to joining Nuveen in 2

Filing Documents

• agen-20240426.htm (DEF 14A) — 1497KB
• img190526726_0.jpg (GRAPHIC) — 157KB
• img190526726_1.jpg (GRAPHIC) — 130KB
• img190526726_2.jpg (GRAPHIC) — 86KB
• img190526726_3.jpg (GRAPHIC) — 64KB
• 0000950170-24-048786.txt (&nbsp;) — 3432KB
• agen-20240426.xsd (EX-101.SCH) — 27KB
• agen-20240426_htm.xml (XML) — 340KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Agenus Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. AGENUS INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Date Time Webcast Address June 11, 2024 10:30 A.M., Eastern Time Live audio web conference at www.virtualshareholdermeeting.com/AGEN2024 Proposals 1. To elect Susan Hirsch as a Class III director, for a term of three years expiring at the 2027 Annual Meeting of Stockholders. 2. To approve an amendment to our Amended and Restated 2019 Equity Incentive Plan. 3. To approve an amendment to our Amended and Restated Directors' Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 38,750 shares to 63,750 shares. 4. To approve, in a non-binding advisory vote, the compensation of the Company's named executive officers. 5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 6. To consider any other business as may properly come before the 2024 Annual Meeting of Stockholders or any postponement or adjournment of the meeting. Record Date You are entitled to vote if you were a stockholder of record on April 17, 2024. A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 2024 Annual Meeting of Stockholders for ten days before the meeting during ordinary business hours at our principal offices at 3 Forbes Road, Lexington, Massachusetts 02421. It is important that your shares be represented at the 2024 Annual Meeting of Stockholders. Therefore, whether or not you plan to attend the meeting virtually, please complete your proxy and return it to us. If you attend the 2024 Annual Meeting of Stockholders virtually and wish to vote at the meeting, your proxy will not be used. You may also vote your shares over the internet or by telephone. Instructions for internet or telephonic voting are printed on your proxy card. By order of the Board of Directors, Garo H. Armen, Chief Executive Officer April 26, 2024 TABLE OF CONTENTS Page GENERAL INFORMATION ABOUT OUR VIRTUAL STOCKHOLDER MEETING 2 VOTING PROCEDURES 3 PROPOSAL 1 - ELECTION OF DIRECTORS 8 OUR CORPORATE GOVERNANCE 12 COMPENSATION DISCUSSION AND ANALYSIS 19 COMPENSATION OF NAMED EXECUTIVE OFFICERS 29 DIRECTOR COMPENSATION 39 45 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 47 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 48 PROPOSAL 2 - TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN. 50 PROPOSAL 3 - TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN (AS AMENDED) TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER FROM 38,750 SHARES TO 63,750 SHARES 59 PROPOSAL 4 - TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2023 60 PROPOSAL 5 - TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 61 REPORT OF THE AUDIT AND FINANCE COMMITTEE 62 ADDITIONAL INFORMATION 63 APPENDIX A - AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN A- 1 APPENDIX B - AMENDMENT TO THE AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN B- 1 AGENUS INC. 3 Forbes Road Lexington, Massachusetts 02421 Telephone: (781) 674-4400 PROXY STATEMENT April 26, 2024 This proxy statement contains information about the 2024 Annual Meeting of Stockholders of Agenus Inc. (the "Annual Meeting"), including any postponements or adjournments of the meeting. The Annual Meeting will be held virtually by live audio web conference at www.virtualshareholdermeeting.com/AGEN2024 on June 11, 2024 at 10:30 A.M., Eastern Time. In this proxy statement, we refer to Agenus Inc. as "Agenus," "us," "we" or the "Company." Except as otherwise indicated, information in this proxy statement reflects the one-for-twenty reverse stock split of our common stock effected on April 12, 2024. This proxy statement and solic

View Full Filing

View this DEF 14A filing on SEC EDGAR