Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2018, Agenus Inc. (the Company) elected Dr. Allison M.
Jeynes-Ellis MD, FFPM (UK) to its Board of Directors (the Board). Dr. Jeynes-Ellis was elected as a Class III director with an initial term that expires at the Companys annual meeting of stockholders in 2021, and she will
serve on the Executive Committee of the Board (the Executive Committee).
Dr. Jeynes-Ellis joins the Board with over 25 years of senior
leadership experience in the pharmaceutical industry. Dr. Jeynes-Ellis is the Chief Executive Officer of Avillion LLP (Avillion), a London-based drug development company. Prior to her current position as CEO, Dr. Jeynes-Ellis served as
Avillions Chief Medical Officer from December 2012 to January 2014. Before her tenure at Avillion, Dr. Jeynes-Ellis worked in senior roles at Wyeth, Bristol-Myers Squibb, and Novartis. Her previous affiliations also include Cambridge Antibody
Technology and Genentech, government bodies and medical charities. She has managed teams focusing on global clinical development projects that have led to drug approvals in Europe and the United States, across a range of therapeutic areas. Dr.
Jeynes-Ellis currently serves as a non-executive director of the Health Research Authority, an executive non-departmental public body of the Department of Health in the United Kingdom. The Board has deemed that Dr. Jeynes-Ellis is a highly qualified
candidate to serve on the Board.
In connection with her election to the Board, Dr. Jeynes-Ellis was granted an option to purchase 75,000 shares of the
Companys common stock pursuant to the Companys Amended and Restated 2009 Equity Incentive Plan, as amended (the 2009 Plan) and the Companys non-employee director compensation program. The option has a per-share exercise
price equal to the closing price of the Companys common stock on the Nasdaq Capital Market on the date of grant and a 10-year term, and it vests over three years in equal annual installments (provided Dr. Jeynes-Ellis maintains a service
relationship with the Company through each such vesting date). In connection with her appointment to the Executive Committee, Dr. Jeynes-Ellis was also granted a restricted stock unit award for 28,985 shares of the Companys common stock, which
vests entirely on the one-year anniversary of the grant date. As a non-employee director, Dr. Jeynes-Ellis will also receive cash and additional equity compensation paid by the Company pursuant to its non-employee director compensation program.
There are no arrangements or understandings between Dr. Jeynes-Ellis and any other person pursuant to which Dr. Jeynes-Ellis was selected as a director, and there are no transactions between Dr. Jeynes-Ellis and the Company that would require
disclosure under Item 404(a) of Regulation S-K.
Also effective November 7, 2018, Jennifer Buell, Ph.D., was promoted to become the Companys
Chief Operating Officer. Dr. Buell, 44, has more than 20 years of biopharmaceutical R&D experience. From November 2013 to July 2016, Dr. Buell was the Companys Vice President, Research and Development Operations and Program Management.
From July 2016 to November 2017, she was the Companys Vice President, Research and External Affairs, and from November 2017 to November 2018, she served as the Chief Communications and External Affairs Officer. In her new role, Dr. Buell
is responsible for all of the Companys operational functions, with all of the line responsibilities reporting to her. In connection with her promotion, Dr. Buells annual base salary was increased to $400,000 and she was granted an option
to purchase 130,000 shares of the Companys common stock pursuant to the 2009 Plan. The option has a per-share exercise price equal to the closing price of the Companys common stock on the Nasdaq Capital Market on the date of grant and a
10-year term, and it vests over three years with one-third vesting on the one-year anniversary of the grant date and the remainder vesting in equal quarterly installments (provided Dr. Buell maintains a service relationship with the Company through
each such vesting date). There is no arrangement or understanding between Dr. Buell and any other person pursuant to which Dr. Buell was selected as the Companys Chief Operating Officer 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.