UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Agenus Inc.

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AGENUS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 2025 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 2025 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 2025 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 [ ], 2025

TABLE OF CONTENTS

AGENUS INC.

3 Forbes Road

Lexington, Massachusetts 02421

Telephone: (781) 674-4400

PROXY STATEMENT

April [ ], 2025

This proxy statement contains information about the 2025 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/AGEN2025 on June 17, 2025 at 10:30 A.M., Eastern Time.

In this proxy statement, we refer to Agenus Inc. as “Agenus,” “us,” “we” or the “Company.”

This proxy statement and solicitation is being made on behalf of the Board of Directors of Agenus. In accordance with the “notice and access” rules approved by the Securities and Exchange Commission (“SEC”) and in connection with the solicitation of proxies by our Board of Directors, on or about April [ ], 2025 we first sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2024 and a form of proxy) over the internet to each stockholder entitled to vote at the Annual Meeting. We intend to mail to requesting stockholders full sets of our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2024 and a form of proxy) on or about April [ ], 2025.

Our Annual Report on Form 10-K for the year ended December 31, 2024 is also available on our corporate website at https://investor.agenusbio.com/financial-information/sec-filings and through the SEC’s EDGAR system at http://www.sec.gov. To request a printed copy of our Annual Report on Form 10-K, which we will provide to you without charge, write to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421. No material on our website is part of this proxy statement.

GENERAL INFORMATION ABOUT OUR VIRTUAL STOCKHOLDER MEETING

VOTING PROCEDURES

YOUR VOTE IS IMPORTANT. PLEASE TAKE THE TIME TO VOTE. Stockholders have a choice of voting over the internet, by telephone, by mail using a proxy card, or by attending the 2025 Annual Meeting. Please refer to the proxy card or other voting instructions included with these proxy materials for information on the voting methods available to you. If you vote over the internet, by telephone, or virtually at the 2025 Annual Meeting, you do not need to return your proxy card.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors has nominated Brian Corvese and Timothy Wright for election as Class I directors. The nominees currently serve as Class I 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 2025 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 Brian Corvese and Timothy Wright, for re-election to a term as Class I directors, expiring at the 2028 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 Brian Corvese and Timothy Wright as Class I 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.

Below are the names and certain information about each member of the Board, including Brian Corvese and Timothy Wright, the nominees for election as Class I directors:

CLASS I DIRECTORS—TERMS TO EXPIRE IN 2025

CLASS III DIRECTORS—TERMS TO EXPIRE IN 2027

CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026

Vote Required

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.

OUR CORPORATE GOVERNANCE

Our Commitment to Good Corporate Governance

We believe that good corporate governance and an environment of high ethical standards are essential for Agenus to achieve business success and to create value for our stockholders. The Board is committed to high governance standards and to continually working to improve them. We regularly review our corporate governance practices in light of ongoing changes in applicable law and evolving best practices.

Role of Our Board

The Board monitors our overall corporate performance, the integrity of our financial controls, risk management and legal compliance procedures. It appoints senior management and oversees succession planning and senior management’s performance and compensation. The Board also oversees our short- and long-term strategic and business planning, and reviews with management its business plan, financing plans, budget, and other key financial and business objectives.

Members of the Board keep informed about our business through discussions with our Chief Executive Officer and other members of our senior management team, by reviewing materials provided to them by management on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees. Senior management regularly reviews key portions of our business and its progress with the Board. These practices afford the Board members the opportunity to actively participate in risk management assessment and raise questions and engage in discussions with management regarding areas of potential risk and opportunities to mitigate such risk. The Audit and Finance Committee of the Board reviews the risk management practices of the Company and in particular the Company's approach to cyber risks and mitigation efforts, and both the Corporate Governance and Nominating Committee and the Audit and Finance Committee receive periodic updates from the Company’s senior management outlining areas of compliance focus and proposed recommendations. Additionally, the Compensation Committee reviews the Company’s executive compensation program and the incentives created by the executive compensation program, to assess whether our compensation arrangements encourage excessive or properly calibrate risk-taking by our executives.

We introduce our senior executives and other strategic employees to the Board so that the Board can become familiar with our key talent. Timothy R. Wright, our Lead Director, introduces each new Board member to our Corporate Governance policies and their responsibilities to the Company as a director. Each Board member receives a Board of Directors handbook that provides the director with a summary of these practices and policies.

Board Meetings and Attendance

In 2024, the Board met eleven times and acted by written consent ten times. During 2024, each of our directors, except for Allison Jeynes-Ellis who resigned June 2024, attended at least 75% of (i) the meetings of the Board and (ii) meetings of committees of the Board on which the director served, during the period in which they were directors. Five of our Board members attended our 2024 Annual Meeting of Stockholders. We expect all of our continuing Board members to attend the 2025 Annual Meeting.

Governance Guidelines

The Board is guided by our Guidelines on Significant Corporate Governance Issues (our “Governance Guidelines”). We believe our Governance Guidelines demonstrate our continuing commitment to good corporate governance. The Board reviews our Governance Guidelines from time to time, as needed, and when significant developments warrant a new review. Our Governance Guidelines are posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement.

Performance of Our Board

We consider it important to continually evaluate and improve the effectiveness of the Board, its committees and its individual members. We do this in various ways. Each year, the Secretary surveys the Board members to assess the effectiveness of the Board and its committees. Using these surveys, the Lead Director assesses the Board’s performance and the performance of individual members, and reports their conclusions to the full Board. The assessment also evaluates the Board’s effectiveness in reviewing

executive management, conducting appropriate oversight and adding value to Agenus. Each of the Board’s standing committees also conducts annual self-evaluations.

At each Board meeting, each Board member has the opportunity to assess the effectiveness of the materials presented and the conduct of the meeting, and to offer suggestions for improvement at future meetings.

Code of Business Conduct and Ethics and Securities Trading Policies

The Board originally adopted our Code of Business Conduct and Ethics in 2003. The Board reviewed, revised, and updated the Code of Business Conduct and Ethics most recently in January 2024. The Code of Business Conduct and Ethics applies to all members of the Board and all employees of Agenus, including our Chief Executive Officer, and Principal Financial and Accounting Officer. In addition, Agenus has a Securities Trading Policy, which was updated and reviewed and approved by the Board in January 2023. Among other matters, both our Code of Business Conduct and Ethics and Securities Trading Policy prohibit the members of the Board and all employees of Agenus from buying or selling our securities while in possession of material, non-public information about the Company. A copy of our Securities Trading Policy was filed as Exhibit 19.1 to our Annual Report. Our Code of Business Conduct and Ethics and Securities Trading Policy are each posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement. We intend to post on our website all disclosures that are required by law or Nasdaq listing rules concerning any amendments to our Code of Business Conduct and Ethics. Stockholders may request a free printed copy of our Code of Business Conduct and Ethics by writing to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, MA 02421.

ESG Charter

As an immuno-oncology company, we are driven by our commitment to help patients of today and tomorrow by developing medicines that seek to extend and improve quality of life. As we do so, our vision inspires us to support a sustainable Environmental, Social and Governance ("ESG") strategy; one where the planet is healthy, people thrive, and society is inclusive. In February 2023, we issued our inaugural ESG Charter, which outlines the Company's commitment and process for defining and measuring progress of our stated commitment to environmental stewardship and sustainability, corporate social responsibility and corporate governance. Our Environmental, Social, Governance Charter is posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement.

Compensation Recoupment Policy

In June 2023, we adopted a Policy for Recoupment of Executive Incentive Compensation in the Event of Accounting Restatement (the “Compensation Recoupment Policy”), in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former executive officers. Under the Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to material errors or noncompliance with any financial reporting requirements under the securities laws, certain incentive-based compensation paid or awarded to covered executives will be subject to reduction and/or repayment if the amount of such compensation was calculated based on the achievement of financial results that were the subject of the restatement and the amount of such compensation that would have been received by the covered executives had the financial results been properly reported would have been lower than the amount actually awarded.

Independence of Directors

Our Governance Guidelines and Nasdaq listing rules provide that a majority of the Board should be composed of independent directors. The Corporate Governance and Nominating Committee annually reviews the independence of the directors and reports to the Board which directors it recommends that the Board determine are independent. The Board then makes the final determination. The Board takes into account Nasdaq listing rules, applicable laws and regulations, and other factors in making its determinations including potential conflicts of interest, related party transactions, and other relationships that would reasonably be expected to compromise a director’s independence. The Board has determined that Mr. Corvese, Ms. Hirsch, Mr. Harrison, Mr. Wiinberg, and Mr. Wright are currently independent directors. Dr. Armen and Dr. Buell are currently not independent directors because they are employed as our Chief Executive Officer and Chairman of the Executive Council, respectively. In making independence determinations with regard to other directors, the Board considered related party transactions between us and a director or a director’s affiliates and any positions a director holds with entities with commercial relationships with us.

Executive Sessions of Independent Directors

Our independent directors periodically meet in executive session without management present immediately after regularly scheduled Board meetings. Eleven such meetings were held during 2024.

Leadership Structure of the Board

Mr. Wright, an independent director, serves as the Lead Director of the Board and as Chair of the Corporate Governance and Nominating Committee. Mr. Wright also serves on the Compensation Committee, the Audit and Finance Committee and the Executive Committee. In addition to the duties of all directors, the specific responsibilities of the Lead Director include: (i) acting as chair of the Corporate Governance and Nominating Committee; (ii) developing the agenda for and presiding over all executive sessions of the independent directors; (iii) acting as principal liaison between the independent directors and the Chief Executive Officer on sensitive issues and raising at any meeting of the Board items that are not appropriately or best put forward by the Chief Executive Officer; and (iv) communicating to the Chief Executive Officer the independent directors’ annual evaluation of the Chief Executive Officer. The Company’s Chief Executive Officer serves as the Chairman of the Board. We believe that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business, and most capable of effectively identifying strategic priorities and leading the discussion and execution of our Company’s strategy. Our independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight, and expertise from outside the Company and from inside and outside the Company’s industry, while the Chief Executive Officer brings Company-specific experience and expertise. To assure effective independent oversight, the Company has adopted a number of governance practices, including:

While there may be circumstances in the future that would lead the Company to separate the offices of Chairman and Chief Executive Officer, we do not believe this is currently necessary due to the nature and size of the operations of the Company, the overall independence of the Board from management, and the strength of the Lead Director’s role on the Board.

Committees of the Board

The Board currently has five standing committees: the Audit and Finance Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, the Affiliate Transactions Committee and the Executive Committee. The Board also appoints from time to time ad hoc committees to address specific matters.

Audit and Finance Committee

Members:

Thomas Harrison, Chair

Susan Hirsch

Timothy R. Wright

The Audit and Finance Committee consists entirely of independent directors within the meaning of the Nasdaq listing rules and the requirements contemplated by Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). During the entirety of 2024, Mr. Wright and Ms. Hirsch were members of the Audit and Finance Committee. In November 2024, Mr. Harrison (Chair) was appointed to the Audit and Finance Committee, replacing the former Chair, Ulf Wiinberg. The Board determined that Mr. Harrison qualifies as audit committee financial expert. The Audit and Finance Committee’s primary function is to assist the Board in monitoring the integrity of our consolidated financial statements and our system of internal control. The Audit and Finance Committee has direct responsibility for the appointment, independence, and monitoring of the performance of our independent registered public accounting firm. The committee is responsible for pre-approving any engagements of our independent registered public accounting firm, and all related party transactions. The committee also reviews our risk management practices, cyber-security program and mitigation, strategic tax planning, preparation of quarterly and annual financial reports, and compliance processes.

The Audit and Finance Committee members meet regularly with our independent registered public accounting firm, without management present and with members of management in separate private sessions, to discuss any matters that the committee or these individuals believe should be discussed privately with the committee, including any significant issues or disagreements concerning our accounting practices or consolidated financial statements. The committee also reviewed and approved the Company's Securities Trading Policy, among others, in 2023. The committee conducts a meeting each quarter to review our consolidated financial statements prior to the public release of earnings. The committee has the authority to engage special legal, accounting or other consultants to advise the committee. The committee also has the authority to delegate to subcommittees any responsibilities of the full

committee. The Audit and Finance Committee charter is posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance.No material on our website is part of this proxy statement.

Compensation Committee

Members:

Brian Corvese, Chair

Timothy R. Wright

Susan Hirsch

The Compensation Committee consists entirely of independent directors within the meaning of applicable Nasdaq listing rules and “non-employee directors” for purposes of Rule 16b-3 under the 1934 Act. During the entirety of 2024, Mr. Corvese (Chair), and Mr. Wright were members of the Compensation Committee. The Board appointed Ms. Hirsch to the committee in June 2024 to replace Dr. Jeynes-Ellis on the committee after Dr. Jeynes-Ellis resigned from the Board. The committee’s primary purpose is to approve, administer and interpret our executive, key employee and director compensation programs, benefits policies, compensation philosophy and engagement with external compensation consultants. The committee reviews, determines and approves the compensation of the Chief Executive Officer, all other executive officers and certain other key employees. It also reviews and recommends compensation for members of the Board. Additionally, the committee makes recommendations to the Board regarding the adoption of new incentive compensation and equity-based plans and administers existing incentive compensation and equity-based plans.

The Compensation Committee considers data from other companies for compensation comparison purposes and retained an outside compensation consultant in 2024, Aon Consulting, Inc. through its Human Capital Solutions Subdivision (“Aon Radford”), to review the Company's compensation philosophy, create a relevant comparator peer group based on a number of relevant factors, and evaluate our executive and board compensation programs. The committee has the authority to retain legal, accounting, or other consultants to advise the committee on executive and board compensation issues that may arise. The committee also has the authority to delegate to subcommittees any responsibilities of the full committee. The Compensation Committee charter is posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement. Aon Radford does not provide any services to the Company or the Compensation Committee other than those described above. After consideration of the six independence assessment factors provided under the listing rules of Nasdaq, the Compensation Committee determined that Aon Radford, as an advisor to the Compensation Committee during 2024, was independent and that the work performed by Aon Radford did not raise any conflicts of interest in 2024 that would preclude the Compensation Committee from reviewing and considering Aon Radford’s analyses when making compensation decisions.

Corporate Governance and Nominating Committee

Members:

Timothy R. Wright, Chair

Brian Corvese

Thomas Harrison

The Corporate Governance and Nominating Committee consists entirely of independent directors within the meaning of applicable Nasdaq listing rules. During 2024, the Corporate Governance and Nominating Committee consisted of Mr. Wright (Chair), Mr. Corvese and Mr. Wiinberg until his resignation effective November 5, 2024, at which time Mr. Harrison was appointed to the committee. The Corporate Governance and Nominating Committee is responsible for recommending to the Board policies relating to the conduct of Board affairs, the process for annual evaluation of the Board and the Chief Executive Officer, issues of corporate public responsibility, and overseeing the Company’s management succession planning process. It periodically evaluates the composition of the Board and its committees, the contributions of individual directors, and the Board’s effectiveness as a whole. The committee reviews the Company’s ethics and compliance activities under the Code of Business Conduct and Ethics.

The Corporate Governance and Nominating Committee recommends to our full Board individuals to serve as directors. The committee recommends to the Board guidelines and criteria for Board membership and reviews with the Board, on a periodic basis, the appropriate skills and characteristics required of Board members in the context of the then current needs of Agenus. The committee is responsible for reviewing with the Board the appropriate personal characteristics and professional competencies preferred of Board members, who are expected to work together as a team to properly oversee our strategies and operations. In general, all directors are expected to possess certain personal characteristics necessary to create a highly functional and collegial

Board, which include personal and professional integrity, practical wisdom and mature judgment, an inquisitive and objective perspective, and time availability for performing the duties of a director.

The Board, as a group, is expected to encompass a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of our business. Examples of desired professional competencies include accounting and financial literacy, clinical drug development experience, industry knowledge, medical or scientific knowledge, and management experience. When evaluating potential new Board appointments, the Corporate Governance and Nominating Committee considers these factors, but does not have any fixed criteria for candidates it recommends because the Board believes that a flexible evaluation process allows the committee to make sound judgments based on the needs of the organization and specific attributes of each candidate without a need for a formal policy current. Candidates should also be enthusiastic about service on our Board and working collaboratively with existing Board members to create value for all of our stockholders. The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of director candidates recommended by stockholders because it does not believe such a policy is necessary given that no unaffiliated stockholder has ever recommended a director candidate. When considering director candidates, the Corporate Governance and Nominating Committee, in consultation with the Chief Executive Officer and full Board, considers the current strengths on the existing Board, the current needs of the organization, and anticipated future activities and requirements of both the Board and the organization as a whole. Historically, director candidates have been generally identified primarily through referrals and the expansive and diverse professional network pool of the Board and senior executives. If the committee were to receive a recommendation for a director candidate from a stockholder, the committee expects that it would evaluate such a candidate using the criteria described above. The committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis, accompanied by a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least one year as of the date that the recommendation is made. To submit a recommendation for a nomination, a stockholder may write to the Lead Director, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, Attention: Lead Director.

In addition, our bylaws permit stockholders to nominate individuals, without any action or recommendation by the committee or the Board, for election as directors at an annual meeting of stockholders. The committee updated its charter of the Corporate Governance and Nominating Committee in 2022, which is posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement.

Affiliate Transactions Committee

Members:

Susan Hirsch

Timothy R. Wright

Given our majority ownership of MiNK common stock, the Board determined that it was advisable to create a new, independent committee of the Board to evaluate and negotiate material transactions or matters with respect to which a conflict of interests exists or would reasonably be expected to exist between the Company, on the one hand, and MiNK on the other hand. In March 2023, the Board approved the Affiliate Transactions Committee Charter. The Affiliate Transactions Committee consists entirely of independent directors within the meaning of applicable Nasdaq listing rules and who are disinterested with respect to MiNK. During 2024, the Affiliate Transactions Committee consisted of Ms. Hirsch and Mr. Wright.

Our Affiliate Transactions Committee Charter is posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement.

Communications with the Board

You may contact the Board or any committee of the Board by writing to Board of Directors (or specified committee), Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, Attn: Lead Director. You should indicate on your correspondence that you are an Agenus stockholder. Communications will be distributed to the Lead Director, the appropriate committee chairman, or other members of the Board or executive management, as appropriate, depending on the facts and circumstances stated in the communication received. Executive management will generally determine the proper response to inquiries of a commercial nature, which generally will not be forwarded to the Lead Director. Inquiries regarding accounting, internal controls over financial reporting,

or auditing matters will be forwarded to the Chair of the Audit and Finance Committee, and inquiries involving matters governed by the Code of Business Conduct and Ethics will be forwarded to the Chair of the Corporate Governance and Nominating Committee.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the year ended December 31, 2024 were Mr. Corvese (Chair), Ms. Hirsch, Mr. Wright, and prior to her resignation, Dr. Jeynes-Ellis. No member of the Compensation Committee was at any time during 2024, or formerly, an officer or employee of Agenus or any subsidiary of Agenus. No executive officer of Agenus has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity while an executive officer of that other entity served as a director of Agenus or member of the Compensation Committee.

Our Executive Officers

Garo H. Armen, Ph. D.—Chairman and Chief Executive Officer—Dr. Armen, 72, has been our Chairman and Chief Executive Officer since our founding in 1994. From our founding until December 2019, Dr. Armen also served as our President. Additional biographical information on Dr. Armen is set forth below.

Steven O’Day, MD—Chief Medical Officer—Dr. O’Day, 64, has been our Chief Medical Officer since January 2021. Dr. O’Day is a pioneer in CTLA-4 inhibition, and has been the principal investigator in more than 200 clinical trials. From 2015 until joining Agenus, was Director of Immuno-Oncology and Director of Clinical Research at John Wayne Cancer Institute at Providence Saint John’s Health Center. Dr. O’Day received his medical degree in 1988 from Johns Hopkins School of Medicine and his BA in Chemistry from Williams College in 1983. Additionally, Dr. O’Day did his medical oncology fellowship at the Dana Farber/Harvard Cancer Center.

Christine M. Klaskin—Vice President of Finance—Ms. Klaskin, 59, has been our Vice President, Finance since October 2006. Since joining Agenus Inc. in 1996 as finance manager, Ms. Klaskin has held various positions within the finance department and has been involved in all equity and debt offerings of the Company including its IPO. Additionally, Ms. Klaskin serves as the Treasurer of MiNK Therapeutics, Inc. Prior to joining Agenus, Ms. Klaskin was employed by Arthur Andersen as an audit manager. Ms. Klaskin received her Bachelor of Accountancy from The George Washington University.

Under our bylaws all of our executive officers are elected to their offices on an annual basis until the first meeting of our Board of Directors following our annual stockholder meeting. No family relationships exist among any of our directors or executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the compensation of the executive officers who are named in the “Summary Compensation Table” below and who are referred to throughout this proxy statement as our “named executive officers,” and the material factors relevant to an understanding of their compensation in 2024. Our named executive officers for 2024 are:

Executive Summary

This section provides information on the compensation of our named executive officers and the key factors relevant to understanding their compensation in 2024. Our named executive officers for 2024 are Dr. Garo H. Armen, Chairman and Chief Executive Officer; Dr. Steven J. O’Day, Chief Medical Officer; and Ms. Christine M. Klaskin, Vice President of Finance.

Our executive compensation program is designed to attract and retain top talent, reward strong performance, and align incentives with the creation of long-term shareholder value, while also considering the Company’s resource constraints. The target short-term compensation (base salary and target annual incentive bonuses) for our named executive officers is positioned competitively on average within approximately the 50th percentile of our compensation peer group. Our long-term incentive programs are designed to preserve cash resources, encourage long-term decision-making and value creation, and reward stock price appreciation. Because of the challenges that the Company has faced during 2024 and into 2025, including the FDA's recommendation against accelerated approval of our lead programs which impacted our stock price and financial resources, an SEC investigation and shareholder litigation, our executive compensation program for 2024 has deviated from our typical executive compensation program in certain ways. We have emphasized equity awards to minimize cash expenses and to align executives' interests directly with those of our shareholders. For 2024 annual bonuses, given the financial position of the Company at the end of 2024, our Compensation Committee decided to postpone its review of an annual incentive bonus payout for each of our named executive officers and no such payouts have been determined or paid as of the date of this proxy statement. We expect that our Compensation Committee will make this determination in June 2025. Although we place significant emphasis on equity-based compensation to reward and motivate our named executive officers and other employees, as of April 24, 2025, all stock options granted to our named executive officers during 2024 are underwater, which means that the exercise prices are greater than the closing price of a share of our common stock ($[ ]) on this date.

In 2024 and early 2025, we achieved significant milestones across our clinical and translational programs, highlighting the strength and potential of our therapeutic pipeline. Botensilimab and balstilimab demonstrated robust clinical activity in microsatellite stable (MSS) tumors, a historically immunotherapy-resistant population, with consistent responses presented in five studies at ASCO GI 2025—findings externally validated by independent trials and global oncology leaders. At ESMO 2024, BOT/BAL further demonstrated durable clinical benefit in advanced sarcomas and other challenging cancers, underscoring their potential to transform patient outcomes. Additionally, we expanded our translational research efforts, successfully identifying biomarkers and refining patient-selection strategies, and advanced studies in lung, peritoneal, and hepatic metastases. In early 2025, we initiated a groundbreaking trial combining botensilimab with allogeneic cell therapy in gastric cancer, marking a novel approach integrating checkpoint blockade and adoptive cellular therapies. These accomplishments advanced despite the challenging regulatory and fiscal pressures noted above.

Compensation Philosophy

Our executive compensation philosophy emphasizes equity-based incentives to conserve cash, reward long-term performance, and align executives’ interests with those of our shareholders. Our executive compensation program balances fixed compensation (base salary) with performance-oriented incentives (equity awards) and aims to provide competitive compensation levels within our peer group in order to attract and retain high-caliber talent.

We aim to manage the risks and challenges inherent to a biotechnology company of our size and stage of development by combining short- and long-term elements, cash and equity compensation, and fixed and variable compensation in our executive compensation program. We incentivize our executives to achieve various research, clinical, and operational goals, as a means to create long-term shareholder value, including building a high-performing team, demonstrating leadership and innovation, managing multiple dimensions of our business, and identifying and addressing our short- and long-term operational needs and financial position.

Our executives' base salaries, target annual incentive bonus levels, and target annual long-term incentive award values are set at levels that are competitive with those of our peer group. We continually review our executive compensation program to ensure that it rewards executives appropriately and provides compensation at market-competitive levels. See “Competitive Market Review” below for further information on our peer group and other market data used by our Compensation Committee.

We believe that our executive compensation program appropriately rewards our executives for achieving our goals and objectives, and provides compensation at market-competitive levels. Our Compensation Committee assessed our compensation policies and practices, including the risks created by our compensation plans, and has concluded that our current compensation programs do not present risks that are reasonably likely to have a material adverse effect on the Company.

Competitive Market Review

To compete for top-tier executive talent in the biotechnology industry, we monitor market trends and draw upon compensation surveys prepared by Aon Radford, our Compensation Committee’s independent compensation consultant, custom research developed by Aon Radford, and other nationally recognized compensation surveys. Our Compensation Committee engages Aon Radford annually to evaluate our executive compensation program and compare it to other programs in the market. We defined our market using two market references for 2024: the Radford Global Life Sciences Survey and proxy data from a peer group of biotechnology companies. Our Compensation Committee approves a group of comparable companies as our peer group for executive and director compensation purposes.

Defining the Market. For 2024, we used two market references to evaluate our executive compensation program against those in the market:

On an annual basis, our compensation consultant recommends, and our Compensation Committee approves, a group of comparable companies as our peer group for executive and director compensation purposes. In 2024, our Compensation Committee worked closely with Aon Radford to review, evaluate and develop our peer group with an emphasis on biotechnology and pharmaceutical companies with a similar headcount and market capitalization. Based on this analysis and discussions with Aon Radford, our Compensation Committee selected a peer group for purposes of 2024 compensation determinations that removed 8 companies from the prior year's peer group and added 8 new companies. These modifications were made to ensure continued alignment with our evolving business profile, market positioning, and talent needs. Our Compensation Committee assessed peers based on relevant criteria such as industry focus, stage of development, market capitalization, and talent comparability. Companies were added to better reflect our competitive landscape for executive talent, focusing on innovative biotech organizations with similar therapeutic focus areas, operating scale, and talent needs. Companies were removed if they no longer aligned with our size, development stage, or market dynamics, or if their profile shifted materially. Our peer groups for 2023 and 2024 were as follows:

Determining Market Levels and Specific Comparisons. We compare our executive compensation program and amounts of compensation against our peer group by reviewing each compensation component (measured at target in the case of annual and long-term incentive opportunities) and total compensation. The comparisons made in this process are used to determine our approximate position relative to the appropriate market reference by each element of compensation and in total.

Total Compensation Strategy

Our compensation strategy aims to offer our executives competitive compensation packages, with an opportunity to earn above-market pay for exceptional performance. To maintain our competitive pay philosophy, we prioritize long-term equity incentives and performance-based incentive compensation.

We generally target total compensation at approximately the 50th percentile of our peer group, which was the case for 2024 target total compensation. For this purpose, total compensation includes annual base salary, target annual incentive bonus, and the grant date value of equity awards.

The competitive posture of our actual annual compensation paid or earned versus market references will vary year to year based on Company and individual performance, as well as the performance of our peer group and the respective levels of compensation paid by peer group companies to their executives. We expect to continue targeting total compensation at approximately the 50th percentile of our peer group, with an emphasis on performance-based compensation. Further, in light of our compensation philosophy, we believe that the total compensation package for our executives should continue to consist of base salary, annual incentive bonuses, long-term equity-based incentive compensation, and certain other benefits.

Executive Compensation Program

Components of our Executive Compensation Program

Our executive compensation program consists of the following four components (each described in more detail below):

To determine levels of overall executive compensation, in addition to considering market data as described above, our Compensation Committee balances individual experience, performance and functional area, and company-wide goals and achievements.

The general structure of our executive compensation program is consistent with that for non-executive members of the Agenus management team.

Short-Term Compensation

Our short-term compensation program consists of base salary and annual incentive bonuses. Base salary provides a fixed rate of base compensation to recognize the experience, skills, knowledge, and responsibilities of each executive, and takes into account competitive market conditions.

Base Salary: Base salaries for our executive officers are generally positioned at or around the 50th percentile of our peer group (see “Competitive Market Review” above for further information on our peer group). In establishing the base salaries of our executives, our Compensation Committee (with input from our Chief Executive Officer, other than with respect to his own base salary) considers various factors, such as an executive's seniority, experience, position and functional role and responsibilities, as well as peer group and competitive market data.

We review the base salaries of our executives annually and adjust them to reflect the executive’s performance, competitive market conditions, and market data. Increases are considered within the context of our overall annual financial position before more specific individual and market competitive factors are considered. We do not use specific formulas to determine base salary increases.

In January 2024, in connection with its annual review of executive compensation matters and approval of annual long-term incentive awards for all employees, our Compensation Committee elected not to approve an increase to the salaries of our named executive officers, and as a result, the 2024 salaries of our named executive officers were unchanged from their 2023 levels.

In August 2023, our Compensation Committee approved paying Dr. Armen’s base salary in fully vested shares of our stock, in lieu of cash, for the remainder of 2023. In January 2024, the Compensation Committee authorized an extension of this arrangement, and Agenus continued to pay Dr. Armen’s base salary in stock, in lieu of cash, through the first half of 2024, and then in June 2024, further extended this arrangement to the end of 2024.

Annual Incentive Bonuses: Our executive officers' annual incentive bonuses are based on the achievement of Company goals and objectives as well as individual performance and are paid under our Executive Incentive Plan. Each executive is eligible to earn an annual incentive bonus ranging from 0-200% of his or her target bonus based on our Compensation Committee’s evaluation of the achievement of Company goals and objectives and individual performance.

For 2024, each of our named executive officers was eligible to receive an annual incentive bonus. The target bonus amount for each executive was expressed as a percentage of his or her base salary, and was set based on market data and our Compensation Committee’s assessment of the achievement of pre-established Company goals and objectives as well as individual performance. The Compensation Committee did not adjust the target bonus percentages for any of our named executive officers for 2024.

The Company sets annual goals and objectives at the beginning of each year with input from our executive leadership, which are subsequently reviewed and approved by our Compensation Committee and the Board of Directors. For 2024, these strategic goals included transforming Agenus into a leading commercial biotechnology company by 2025. Specifically, we aimed to complete a Biologics License Application (BLA) submission in microsatellite stable colorectal cancer (3L MSS CRC), secure a reliable supply of botensilimab and balstilimab (BOT/BAL), establish a robust commercial infrastructure for successful U.S. market entry, and effectively communicate compelling clinical findings in MSS CRC. Additionally, our objectives included expanding registration opportunities through the completion of enrollment in key Phase 2 studies in pancreatic cancer and melanoma, initiating and completing a Phase 1b/2 study in non-small cell lung cancer (NSCLC), and preparing for a pivotal neoadjuvant CRC study. We also sought to optimize our financial strategy by completing a synergistic and financially prudent strategic transaction and expanding our long-term investor base.

During 2024, the Company made meaningful progress toward these strategic goals. We secured an adequate supply of BOT/BAL to support our ongoing clinical trials, we completed various clinical studies, advanced enrollment in pancreatic cancer and melanoma trials, expanded our trials to generate additional data in patients with r/r NSCLC study, and began preparations for a pivotal neoadjuvant CRC study. Additionally, we conducted an End-of-Phase 2 (EOP2) meeting with the FDA, during which the FDA agreed upon our proposed dosing regimen but advised against pursuing accelerated approval based solely on current response data, noting uncertainty regarding the direct translation of objective response rates into survival benefit. Consequently, our commercialization timeline has been delayed.

While there is no set formula or specified weighting of the Company goals and objectives under the annual bonus program, in determining annual incentive bonus payouts, the Compensation Committee will take into account the achievement of the goals and objectives as a whole.

For 2024 annual bonuses, given the financial position of the Company at the end of 2024, the Compensation Committee decided to postpone its review of an annual incentive bonus payout for each of our named executive officers and no such payouts have been determined or paid.

Long-Term Incentives

The Company's long-term incentives for 2024 consisted of time-vesting stock options. The Company believes that time-vesting stock options are also performance-based because no value is created unless the value of the common stock appreciates after grant.

Equity-based awards are granted to executives and employees to enable them to participate in the long-term appreciation of the Company's stock and to align their interests with those of our stockholders, and thereby encourage our executives to take actions that are in the best interests of the Company’s long-term success. These awards are not granted automatically to executives on an annual basis. The Compensation Committee grants equity-based awards based on the executive’s and the Company's performance over time, their ability to impact the Company's results that drive stockholder value, their level within the organization, their potential to take on roles of increasing responsibility, and competitive equity award levels for similar positions in the peer group.

Market Comparisons:

The Company uses several methodologies to make external comparisons when determining the size and form of incentive equity awards to be granted to each executive. These methodologies include comparing the fair value of the grant (determined using methods that are consistent with the guidance in Accounting Standards Codification 718, Compensation—Stock Compensation), the face value of the grant, the number of shares of common stock underlying all incentive equity awards granted by position, and the proportion of exercisable to non-exercisable awards held in total. On a total Company basis, the Company analyzes total annual equity burn rates, the total number of shares remaining in the approved pool under our 2019 EIP, and equity overhang.

2024 Grants:

In January 2024, the Compensation Committee granted the following options to purchase shares of our common stock, contingent upon shareholder 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:

· On January 16, 2024, the Compensation Committee granted an option to purchase shares of our common stock to each of Dr. O’Day (10,000 shares) and Ms. Klaskin (6,250 shares), which vested as to one-third of the underlying shares on January 16, 2025 and vests thereafter in eight quarterly installments, generally subject to the named executive officer’s continued employment or service with the Company.

· On January 17, 2024, the Compensation Committee granted an option to purchase 108,000 shares of our common stock to Dr. Armen, which vested as to one-third of the underlying shares on January 17, 2025 and vests thereafter in eight quarterly installments, generally subject to Dr. Armen’s continued employment or service with the Company.

· On January 26, 2024, the Compensation Committee granted an option to purchase 3,125 shares of our common stock to Ms. Klaskin, which vested as to one-third of the underlying shares on January 26, 2025 and vests thereafter in eight quarterly installments, generally subject to Ms. Klaskin’s continued employment or service with the Company.

· On January 16, 2024 (or January 17, 2024 for Dr. Armen), the Compensation Committee also granted an option to purchase shares of our common stock to each of Dr. Armen (65,651 shares), Dr. O’Day (37,907 shares), and Ms. Klaskin (10,642 shares) in respect of the respective named executive officer’s 2023 annual bonus, which was paid in the form of time-based options in lieu of cash. These options vested as to 50% of the underlying shares on June 27, 2024 and as to 50% of the underlying shares on September 27, 2024.

In addition, on November 14, 2024, the Compensation Committee granted a one-time retention award in the form of an option to purchase shares of our common stock to each of Dr. Armen (600,000 shares), Dr. O’Day (50,000 shares) and Ms. Klaskin (10,000 shares), which options vest as to 100% of the underlying shares on November 15, 2025, generally subject to the named executive officer’s continued employment or service with us through the vesting date.

All stock options granted to our named executive officers during 2024 are underwater as of April 24, 2025, which means that the exercise prices are greater than the closing price of a share of our common stock ($[ ]) on this date.

Policies and Practices Related to the Timing of Equity Grants

Benefits

The Company provides its employees, including our named executive officers, the following benefits: health, vision, and dental insurance; life insurance; short- and long-term disability insurance; flexible spending accounts; 401(k) plan; and Employee Stock Purchase Plan. The Company provides employer matching contributions equal to $0.50 for each $1.00 contributed by an employee under its 401(k) retirement plan, up to 6% of the employee's compensation. The Company believes that these benefits are consistent with those offered by companies against which it competes for talent.

Severance Compensation and Termination Protection

We are party to employment agreements with Drs. Armen and O’Day. Additionally, we have entered into a change of control agreement with Ms. Klaskin. These agreements provide for severance compensation to be paid if the executive's employment or service is terminated under certain conditions, such as in connection with a change of control of the Company or a termination without cause by the Company, each as defined in the respective agreements.

The employment and change of control agreements and the severance compensation provisions contained in such agreements are designed to meet the following objectives:

Prohibition Against Hedge and Offset Transactions

The Company's Securities Trading Policy prohibits its executive officers, directors, employees, and consultants, together with members of their household, from engaging in certain transactions, including selling any of our securities that they do not own at the time of the sale, buying or selling put options, call options, or other derivative securities, and engaging in hedging transactions without pre-approval from the Chief Compliance Officer. None of the Company's executive officers has sought or obtained consent to engage in a hedging transaction as of the date of this document.

2024 Compensation Actions for our Named Executive Officers

The compensation actions for 2024 were determined by our Compensation Committee based on assessments of performance relative to Company goals and objectives and individual performance objectives, as well as comparisons against the market references described above. Our Chief Executive Officer, Dr. Armen, makes recommendations to the Compensation Committee regarding individual compensation for our executives, excluding himself. The Compensation Committee makes all final determinations regarding the compensation of our executives, including our named executive officers.

Our 2024 compensation actions for our Chief Executive Officer and our other named executive officers are summarized as follows:

Dr. Garo H. Armen—Chairman and Chief Executive Officer

Steven O’Day—Chief Medical Officer

Christine M. Klaskin—Vice President, Finance

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers, subject to certain transition rules. However, in designing our executive compensation program including for our named executive officers, the

Compensation Committee considers a variety of factors, but believes that the primary purpose of our executive compensation program is to provide market competitive compensation that effectively attracts and retains executive talent, and, as a result, has approved and will continue to approve compensation that is non-deductible or is limited in its deductibility.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the foregoing Compensation Discussion and Analysis, and based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A for filing with the SEC.

The Compensation Committee of the Board consists entirely of independent directors who are not officers or employees of Agenus. The Compensation Committee charter is posted on the corporate governance section of our website at https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

This table shows certain information about the compensation paid or awarded to, or earned by, our named executive officers for 2024, 2023, and 2022.

(1) A portion of the amounts reported in this column for Ms. Klaskin for 2024, 2023, and 2022 ($29,822, $29,624, and $27,244, respectively) 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 2024 and 2023 base salary figures include amounts paid in the form of Agenus stock.

(3) The amounts reflect annual incentive bonuses for the respective year. The Compensation Committee has postponed the determination of the 2024 bonuses until June 2025. Annual bonuses for 2024, once determined, will be reported in a Form 8-K. For 2023, the bonuses were paid in the form of stock options instead of cash, with the number of shares underlying such options calculated based on 125% of the bonus amount reported in the table divided by the closing stock price on the grant date ($11.90 per share on January 17, 2024, for Dr. Armen, and $12.26 per share on January 16, 2024, for Dr. O’Day and Ms. Klaskin), resulting in grants of 65,651, 37,907, and 10,642 options, respectively. These options' ASC Topic 718 grant date fair values were $864,624 (Dr. Armen), $496,961 (Dr. O'Day), and $139,517 (Ms. Klaskin). The incremental grant date fair value of the option awards in excess of the amount of the annual bonus reported in the table for 2023 is included in the option awards column for 2024. For 2022 and 2021 bonuses, payments were made in the form of fully vested Agenus stock with the number of shares granted based on 150% of the bonus amount reported in the table, calculated using closing prices on the grant date of $49.00 (2022) and $50.20 (2021). The incremental grant date fair values of these shares are included in the stock awards column for the year in which they were granted (2023 for shares granted in respect of 2022 annual bonuses and 2022 for shares granted in respect of 2021 annual bonuses).

(4) Amounts reported for 2023 and 2022 represent the incremental fair values of shares granted in lieu of cash bonuses, as discussed in footnote 3 above, calculated in accordance with ASC Topic 718 using the closing stock price on the grant date. Actual values realized from these equity awards may vary.

(5) 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 2024 Annual Report on Form 10-K for valuation assumptions. See also footnote (3). Actual realized values may differ from these reported amounts.

(6) For Dr. O’Day and Ms. Klaskin, amounts represent matching contributions under our 401(k) plan made in 2024. For Dr. Armen, amount includes car services, technology acquisitions necessary, and miscellaneous items intended to support his productivity and availability for company business. Additionally, the Company incurred approximately $44,190 for family member travel when necessary to accommodate Dr. Armen’s schedule. Notably, Dr. Armen has consistently elected to receive his full compensation in company stock for extended periods.

(7) Amounts include the grant date fair values of MiNK stock options of $344,320 (2023) and $28,800 (2022), calculated in accordance with ASC Topic 718. No MiNK options were granted to named executive officers in 2024. Refer to Note 8 of MiNK’s 2024 Annual Report on Form 10-K for related valuation assumptions.

(8) 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 all or a portion of his salary in the form of Agenus stock in 2024 and 2023, in each case, having a value at issuance equal to the value of such salary.

Grants of Plan-Based Awards for Fiscal Year 2024

The following table sets forth information with respect to plan-based awards granted to our named executive officers during the year ended December 31, 2024.

(1) Options granted on January 16, 2024 (January 17, 2024 for Dr. Armen) were subject to shareholder approval of increased shares under our 2019 EIP, which approval was obtained on June 11, 2024. These options vested 50% on June 27, 2024, and 50% on September 27, 2024, generally subject to continued employment or service.

(2) Options granted on January 16, 2024 (January 17, 2024 for Dr. Armen) were subject to shareholder approval of increased shares under our 2019 EIP, which approval was obtained on June 11, 2024. These options vested one-third on January 16, 2025 (January 17, 2025 for Dr. Armen), with remaining shares vesting in eight equal quarterly installments thereafter, generally subject to continued employment or service.

(3) Represents a one-time retention option award granted on November 14, 2024, fully vesting on November 15, 2025, generally subject to continued employment or service.

(4) Option granted on January 26, 2024 was subject to shareholder approval of increased shares under our 2019 EIP, which approval was obtained on June 11, 2024. This option vested one-third on January 26, 2025, with remaining shares vesting in eight equal quarterly installments thereafter, generally subject to continued employment or service.

(5) Reflects the grant date fair value of 2024 awards calculated according to ASC Topic 718, excluding estimated forfeitures. Refer to footnote 5 in the Summary Compensation Table for valuation assumptions. Actual delivered values may vary from these figures.

(6) As detailed in footnote 2 to the Summary Compensation Table, Dr. Armen received fully vested Agenus stock instead of cash salary payments in 2024, totaling 66,111 shares with an aggregate grant date fair value of $415,405 (determined in accordance with ASC Topic 718). These shares are reflected in the Option Exercises and Stock Vested for Fiscal Year 2024 Table below.

Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table

Dr. Armen's employment agreement, initiated in 2005 and subsequently amended, sets forth his base salary, target bonus, and severance arrangements in the case of a qualifying termination of his employment (see “Potential Payments Upon Termination or Change of Control”). It includes restrictive covenants related to confidentiality, intellectual property assignment, non-competition, and employee non-solicitation, effective for the greater of 18 months post-termination or the duration of severance payments.

Dr. O’Day’s employment agreement entered into in October 2020 sets forth his initial salary, target bonus, and severance terms upon a qualifying termination of his employment (see “Potential Payments Upon Termination or Change of Control”). His agreement includes restrictive covenants regarding confidentiality, intellectual property assignment, and non-competition effective

during employment and for 12 months post-termination under certain conditions, along with employee non-solicitation restrictions effective for 12 months post-termination or the duration of severance payments, whichever is greater.

Ms. Klaskin does not have an employment agreement but is covered by a change of control agreement, details of which are provided under “Potential Payments Upon Termination or Change of Control” below.

Outstanding Equity Awards at Fiscal Year-End 2024

The following table shows outstanding equity awards for the named executive officers as of December 31, 2024:

(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 that have a one-year vesting schedule where 100% of the underlying shares vest on November 15, 2025, generally subject to the named executive officer's continued employment or service with the Company.

(4) 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.

(5) 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.

(6) Represents options granted by our Compensation Committee on January 1, 2021 subject to stockholder approval of an increase to the available share pool under our equity incentive plan. Such approval was obtained on June 16, 2021. Options were subject to a four-year vesting schedule pursuant to which one-third of the underlying shares vested on the two-year anniversary of the grant date (which two-year anniversary is eight years prior to the option’s expiration date) and the remainder vested in equal quarterly installments thereafter, generally subject to the named executive officer's continued employment or service with the Company.

(7) 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 vested in 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 2024

The following table provides information relating to the vesting of stock awards for Dr. Armen during 2024. No other named executive officer had stock awards vest during 2024. No stock options were exercised by our named executive officers during 2024.

(1) For Dr. Armen, includes fully vested shares granted in 2024 in lieu of cash payment of base salary. These amounts are also included under the “Salary” column in the Summary Compensation Table for 2024.

(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

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 are 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, 2024, 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:

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:

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, 2024.

* We used the following assumptions to calculate these payments:

In the event of a termination of Dr. Armen’s employment due to his death, disability or retirement as of December 31, 2024, and based on the closing price of our common stock of $2.74 per share on December 31, 2024, the value of the unvested stock options that would have vested on such termination would be $0.

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:

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:

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, 2024.