Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2020, Agenus Inc. (the "Company") announced that Jennifer Buell,
Ph.D., was appointed to President and Chief Operating Officer adding to her
existing duties as Chief Operating Officer of the Company, effective
December 24, 2019. Dr. Garo H. Armen previously held the title of President of
the Company and will continue to serve as Chief Executive Officer and Chairman
of the Board of Directors. In her new role as President and Chief Operating
Officer, Dr. Buell remains responsible for all of the Company's operational
functions. In connection with her promotion, Dr. Buell's annual base salary was
increased to $480,000, and her discretionary bonus target was increased to 45%
of her annual base salary. Dr. Buell was also granted an option to purchase
500,000 shares of the Company's common stock pursuant to the Company's 2019
Equity Incentive Plan. The option has a per-share exercise price equal to the
closing price of the Company's common stock on the Nasdaq Capital Market on the
date of grant, a term of 10 years, and vests over three years with one-third
vesting on the one-yearanniversary of the grant date and the remainder vesting
in equal quarterly installments thereafter (provided Dr. Buell maintains a
service relationship with the Company through each such vesting date).
A copy of Dr. Buell's executive employment agreement with the Company is filed
as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ending September 30, 2019 and is incorporated herein by reference. There
is no other arrangement or understanding between Dr. Buell and any other person
pursuant to which Dr. Buell was selected as the Company's President, and
Dr. Buell has no family relationships with any director or other executive
officer. Additionally, there are no related party transactions involving
Dr. Buell or any member of her immediate family required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Additional biographical information
about Dr. Buell is contained in the Company's prior filings with the Securities
and Exchange Commission.
On January 9, 2020, the Company issued a press release announcing Dr. Buell's
promotion. A copy of this press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated January 9, 2020--------------------------------------------------------------------------------
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