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

(Amendment No.     )

Filed by the Registrantx☒

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

A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 20162024 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 20162024 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 meeting2024 Annual Meeting of Stockholders virtually and wish to vote in person,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

April 28, 2016

8

TABLE OF CONTENTS

AGENUS INC.

3 Forbes Road

Lexington, Massachusetts 02421

Telephone: (781) 674-4400

PROXY STATEMENT

APRIL 28, 2016April 26, 2024

This proxy statement contains information about the 20162024 Annual Meeting of Stockholders of Agenus Inc. (the “2016 Annual“Annual Meeting”), including any postponements or adjournments of the meeting. The 2016 Annual Meeting will be held virtually by live audio web conference at Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421www.virtualshareholdermeeting.com/AGEN2024 on June 14, 201611, 2024 at 5:00 P.M.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 solicitation is being made on behalf of the Board of Directors of Agenus Inc.

Agenus. In accordance with the “e-proxy”“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 28, 201626, 2024 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, 20152023 and a form of proxy) over the internet to each stockholder entitled to vote at the 2016 Annual Meeting. We intend to mail to requesting stockholders full sets of our proxy materials (consisting of this proxy statement, our Annual Report onForm 10-K for the year ended December 31, 20152023 and a form of proxy) on or about April 28, 2016.26, 2024.

Our Annual Report on Form 10-K for the year ended December 31, 20152023 is also available on the “Financial” section of our corporate website athttp:https://investor.agenusbio.com/financial-information/sec-filingsand through the SEC’s EDGAR system athttp://www.sec.gov. To request a printed copy of our Annual Report onForm 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.

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 in person atby attending the 20162024 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 in personvirtually at the 20162024 Annual Meeting, you do not need to return your proxy card.

		10, 2024. If your shares are held in a Company stock plan and you wish to vote over the telephone, your vote must be received by 11:59 P.M. Eastern Time on June 6, 2024.
		• By mail. Complete and sign the enclosed proxy card and mail it in the enclosed postage prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The proxy card delivered by mail must be received on or prior to June 10, 2024. Your shares will be voted according to your instructions. If you do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors.

What does it mean if I receive more than one proxy card?		It means that you have more than one account, which may be at the transfer agent or brokers. Please vote over the internet or by telephone, or complete and return all proxies for each account to ensure that all of your shares are voted.
How many shares must be present to hold the 20162024 Annual Meeting?		A majority of our outstanding shares of common stock as of the record date must be present at the 20162024 Annual Meeting to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if the shares are voted in person or by proxy at the meeting. Shares that are present that vote to abstain or do not vote on one or more of the matters to be voted upon are counted as present for establishing a quorum. If a quorum is not present, the 20162024 Annual Meeting will be adjourned until we obtain a quorum.
What vote is required to approve each matter and how are votes counted?		Proposal 1—To elect twoone Class I directorsIII director, for a term of three years expiring at the 20192027 Annual Meeting of Stockholders. The two nomineesnominee for director receiving the highest number of votes FOR election will be elected as directors.a director. This is called a plurality. You may vote FOR all of the nominees, WITHHOLD your vote from all of the nomineesnominee or WITHHOLD your vote from any onethe nominee. 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” (when a broker does not have authority to vote on the proposal in question). “Broker non-votes” are not counted for purposes of electing directors. 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 nominees.vote. Proposal 2—To approve an amendment to our Amended and Restated 2019 Equity Incentive Plan. To approve Proposal 2, a majority of the votes cast by stockholders present in person or represented by proxy at the 2024 Annual Meeting and voting on the matter must vote FOR Proposal 2. 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.” Abstentions and “broker non-votes” are not counted for purposes of electing directors. Votes that are withheld will not be included in the vote tally for the election of directorscounted as votes cast or shares voting on Proposal 2 and will have no effect on the results of the vote.
		Proposal 2—3—To approve an amendment to our Amended and Restated Certificate of IncorporationDirectors’ Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 140,000,00038,750 shares to 240,000,000.
		To approve Proposal 2, stockholders holding a majority of the outstanding shares of Agenus common stock entitled to vote at the 2016 Annual Meeting must vote FOR Proposal 2. If your shares are held by your broker, bank, or nominee in “street name,” and you do not vote your shares, your broker, bank, or nominee has authority to vote your unvoted shares on Proposal 2. If the broker does not vote your unvoted shares, this will have the same effect as a vote against the proposal. Abstentions will also have the same effect as a vote against the proposal.
		Proposal 3—To approve our Amended and Restated 2009 Equity Incentive Plan.
		63,750 shares. To approve Proposal 3, a majority of the votes cast by stockholders present in person or represented by proxy at the 20162024 Annual Meeting and voting on the matter must vote FOR Proposal 3. 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.” Abstentions and “broker non-votes” will not be counted as votes cast or shares voting on Proposal 3 and will have no effect on the vote.vote..

		Proposal 5—To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
		2024. To approve Proposal 5, a majority of the votes cast by stockholders present in person or represented by proxy at the 20162024 Annual Meeting and voting on the matter must vote FOR Proposal 5. If your shares are held by your broker, bank, or nominee in “street name,” and you do not vote your shares, your broker, bank, or nominee has authority to vote your unvoted shares on Proposal 5. If the broker, bank, or nominee does not vote your unvoted shares, there will be no effect on the vote because these “broker non-votes” are not considered to be voting on the matter. Abstentions will not be counted as votes cast or shares voting on Proposal 54 and will have no effect on the vote.
How does the Board of Directors recommend that I vote?		Our Board of Directors recommends that you vote: • FOR Proposal 1—To elect the nominated Class I directors, eachIII director, for a term of three years expiring at the 20192027 Annual Meeting of Stockholders. • FOR Proposal 2—To approve an amendment to our Amended and Restated Certificate of Incorporation2019 Equity Incentive Plan. • FOR 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 140,000,00038,750 shares to 240,000,000. 63,750 shares. •        FOR Proposal 3—To approve our Amended and Restated 2009 Equity Incentive Plan. •         FOR Proposal 4—To approve, our 2016 Executive Incentive Plan. in a non-binding advisory vote, the compensation of the Company's named executive officers. • FOR Proposal 5—To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2024.
Are there other matters to be voted on at the 20162024 Annual Meeting?		We do not know of any other matters that may come before the 20162024 Annual Meeting. If any other matters are properly presented to the meeting, the persons named in the accompanying proxy card intend toshould vote, or otherwise act, in accordance with their judgment.

		If your shares are registered directly in your name,you can choose this option when you vote over the internet and save us the cost of producing and mailing these documents. You can also choose to view future proxy statements and annual reports over the internet. Your election to receive proxy materials by emaile-mail will remain in effect until you revoke the election and request a full set of printed proxy materials. If you choose to receive future proxy materials by email,e-mail, you will receive an emaile-mail next year with instructions containing a link to those materials and a link to the proxy voting site. If your shares are held in “street name,”you should check the information provided by your broker, bank, or other nominee for instructions on how to elect to view future proxy statements and annual reports over the internet. No material on our website is part of this proxy statement.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors has nominated the individuals listed belowSusan Hirsch for election as Class I directors. EachIII director. The nominee currently serves as a Class III director.

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 20162025 Annual Meeting.Meeting of Stockholders. Two members are Class II directors, with terms expiring at the 20172026 Annual Meeting of Stockholders.Meeting. Two members are Class III directors, with terms expiring at the 20182024 Annual Meeting of Stockholders. One current Class III director, Allison Jeynes-Ellis, who has served as a director of the Company since 2018, notified the Board on April 22, 2024 that she would decline to stand for reelection and, as a result, would resign from the Board effective immediately prior to the 2024 Annual Meeting. Following receipt of Dr. Jeynes-Ellis's notice, on April 24, 2024, Susan Hirsch, then a Class II director, resigned from the Board solely for the purpose of rebalancing the Board and was concurrently re-appointed by the Board as a Class III director effective immediately. The Board has nominated Brian Corvese and Timothy R. Wright, each of whom is a current Class I director,Susan Hirsch, for re-election to a term as a Class III director, expiring at the 20192027 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 R. Wright, the nominees listed below,Susan Hirsch as a Class I directors.III director. The nominees havenominee has indicated theirher willingness to serve, if elected, but if theyshe 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 nomineesnominee for directors.director.

Below are the names and certain information about each member of the Board, including Susan Hirsch, the nomineesnominee for election as a Class I directors:III director:

NOMINEES FOR CLASS III DIRECTORS—TERMS TO EXPIRE IN 2024

CLASS I DIRECTORS—TERMS TO EXPIRE IN 20162025

Timothy R. Wright Age: 5866 Executive Vice President, Business Development, Strategy and Innovation, Teva Pharmaceuticals Industries Ltd. Director since 2006, Lead Lead Director since 2009 (a) Compensation Committee (b) Corporate Governance and Nominating Committee (Chair) (Chair) (c) Audit and Finance Committee Committee (d) Business & Development AdvisoryExecutive Committee		Mr. Wright is Executive Vice President, Business Development, Strategythe former CEO of MiMedx Group, a placental biological company focused in regenerative medicine. Mr Wright served as CEO and Innovation at Teva Pharmaceuticals Industries Ltd. He was previouslya member of the founder and headBoard of Directors of MiMedx from May 2019 to September 2022. Mr. Wright has also served as a Founding Partner of Signal Hill Advisors, LLC since February 2011. Mr. Wright also served as chairman of The Ohio State University Comprehensive Cancer Center Drug Development Institute a positionthat he held fromfounded in 2011, and director of the Ohio State University Innovation Foundation until September 2011 to April 2015. From July 2011 to July 2012,2022. Mr. Wright served as Chairman, Interim CEO,was the President and Chief Executive Officer and a memberdirector of the Board of Directors of Curaxis Pharmaceuticals Corporation,M2Gen Corp., a research basedprivately held Cancer health informatics company, dedicated to finding cures for age-related diseases, including Alzheimer’s diseasebetween July 2017 and cancer. Prior to Mr. Wright’s tenure at Curaxis, the company had been experiencing financial difficulties and, as a result, Curaxis filed for Chapter 11 bankruptcy inSeptember 2018. From April 2015 through July 2012. Prior to that,2017, Mr. Wright served aswas the Executive Vice President, Mergers and Acquisitions, Strategy and Innovation at Teva Pharmaceuticals Industries Ltd. Mr Wright has held several global executive roles throughout his career including President of the Imaging SolutionsCovidien Mallinkrodt, a medical imaging and Pharmaceutical Products Sectorpharmaceutical company (a subsidiary of Covidien. Covidien, now Medtronic) from 2007-2010.
	Mr. Wright brings to our Board over 2830 years of global pharmaceutical industry experience in general management, product development, and commercialization as well as business restructuring and transaction experience. Beginning in April 2004, Mr. Wright was interim CEO, President and a member of the Board of Directors of AAI Pharma, a hybrid pharmaceutical, drug delivery/manufacturing, and global clinical research organization. Upon the sale of AAI Pharma’s pharmaceutical assets to Xanodyne Pharmaceuticals Inc., Mr. Wright transitioned to Chief Operating Officer at Xanodyne Pharmaceuticals Inc., a role he maintained until May 2006. Mr. Wright was also President of Elan Bio-Pharmaceuticals and has held several senior management positions with Cardinal Health Inc. and Dupont Merck Pharmaceutical Company. Over his career, Mr. Wright has served on nineten Boards of Directors, fiveincluding six in North America and four in Europe and Asia. Mr. Wright serves on the boards of Washington University Medical School and North Carolina State School of Veterinary Medicine. Mr. Wright earned his bachelor’s degree from The Ohio State University. Mr. Wright’s global and extensive biotechnology, pharmaceuticals and life sciences operating experience combined with his professional Board experience brings important insight to Agenus.

CLASS II DIRECTORS—TERMS TO EXPIRE IN 2017

Shahzad Malik, M.D. Age: 49 General Partner at Advent Life Sciences Director since 2014 (a) Business & Development Advisory Committee (b) Audit and Finance Committee		Dr. Malik is a General Partner at Advent Life Sciences and has been at Advent since 1999. Dr. Malik brings to our Board historical knowledge of the operations of 4-Antibody AG, our wholly-owned subsidiary (“4-Antibody”), as well as broad experiences in the life sciences and medical industries. During his time with Advent, he has been actively involved with numerous investments in Europe and the United States in the biopharmaceutical and medical device arenas in a variety of therapeutic areas. A number of these companies that Advent invested in are now publicly traded or have been acquired. Dr. Malik currently serves on the Board of Directors of Conatus Pharmaceuticals, Inc. and Versartis, Inc., both life sciences companies. Prior to joining Advent, Dr. Malik spent six years practicing medicine before joining the London office of McKinsey & Company, a management consulting firm. While there he served international clients in the Healthcare and Investment Banking sectors. Dr. Malik holds an M.A. from Oxford University and a M.D. from Cambridge University. He subsequently specialized in interventional cardiology while also pursuing research interests in heart muscle disorders both in the clinic and basic science laboratory.

CLASS III DIRECTORS—TERMS TO EXPIRE IN 2018

Vote Required

The two nomineesnominee for director receiving the highest number of votes FOR election will be elected as directors. This is called a plurality. Abstentions and “broker non-votes” are not counted for purposes of electing directors. 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 alleach of the nominees, WITHHOLD your vote from alleach 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 each of the nomineesnominee 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 importantessential for Agenus to achieve business success and to create value for our stockholders. OurThe Board is committed to high governance standards and to continually working to improve them. We continue toregularly review our corporate governance practices in light of ongoing changes in applicable law and evolving best practices.

Role of Our Board

Our

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 the Companymanagement on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees. WeSenior management regularly reviewreviews 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 an annual reportperiodic updates from the Company’s Chief Compliance Officersenior 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 risk takingor 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 2015,2023, the Board met teneight times and acted by written consent twice.four times. During 2015,2023, each of our directors, except for Dr. Jeynes-Ellis, attended at least 75% of (i) the total number of meetings of the Board held during the period during which the director served and (ii) all meetings of committees of the Board on which the director served, during the periods the director served. In 2015, allperiod in which they were directors. All of our Board members attended our 20152023 Annual Meeting of Stockholders. We expect eachall of our continuing Board members to attend the 20162024 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 at least once annually.when significant developments warrant a new review. Our Governance Guidelines are posted on the corporate governance section of our website athttp: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 Lead Director 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 his 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 (the “Code of Ethics”) in 2003. The Board reviewed, revised, and updated the Code of Business Conduct and Ethics most recently in December 2015.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, Chief Financial 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 prohibitsand 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. Our Code of Business Conduct and Ethics isand Securities Trading Policy are each posted on the corporate governance section of our website athttp: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 NASDAQNasdaq listing rules concerning any amendments to or waivers from, 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 NASDAQNasdaq 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 NASDAQNasdaq 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, Dr. Jeynes-Ellis, Mr. Jordan, Dr. Malik, Ms. Sharp,Wiinberg, and Mr. Wright are currently independent directors. Dr. Armen is currently not an independent director because he is employed as our Chief Executive Officer. 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 typicallyperiodically meet in executive session without management present immediately prior toafter regularly scheduled Board meetings and at least quarterly.meetings. Four such meetings were held during 2015.2023.

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 Business & Development AdvisoryExecutive 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 Business & Development AdvisoryAffiliate Transactions Committee and the Non-Executive Equity AwardExecutive Committee. The Board also appoints from time to time ad hoc committees to address specific matters.

Audit and Finance Committee

Members:

Ulf Wiinberg, Chair

Susan Hirsch

Timothy R. Wright

The Audit and Finance Committee consists entirely of independent directors within the meaning of the NASDAQNasdaq listing rules and the requirements contemplated by Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has determined thatDuring the entirety of 2023, Mr. Corvese, ChairWiinberg (Chair), Mr. Wright and Ms. Hirsch were members of the Committee, and Dr. Malik each qualify as audit committee financial experts. For a description of Mr. Corvese and Dr. Malik’s relevant experiences that qualify them as audit committee financial experts, please see their biographies on page 7 and page 9, respectively. During 2015, the Audit and Finance Committee consisted ofCommittee. The Board determined that Mr. Corvese (Chair), Dr. Malik, Mr. Wright and Tom Dechaene. Mr. Dechaene retired from the Board on December 31, 2015, and Dr. Malik joined the Audit and Finance Committee on June 25, 2015.Wiinberg qualifies as an 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.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 reviewsreviewed and approved the Code of Ethics annually, and periodically meets with our Chief Compliance Officer.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 athttp:https://investor.agenusbio.com/corporate-governance. corporate-governance.No material on our website is part of this proxy statement. Please also see the Report of the Audit and Finance Committee on page 69.

Compensation Committee

Members:

Brian Corvese, Chair

Timothy R. Wright

Susan Hirsch

The Compensation Committee consists entirely of independent directors within the meaning of applicable NASDAQNasdaq listing rules.rules and “non-employee directors” for purposes of Rule 16b-3 under the 1934 Act. During the entirety of 2015,2023, Mr. JordanCorvese (Chair), Mr. CorveseDr. Jeynes-Ellis, and Mr. Wright were members of the Compensation Committee. The Board appointed Ms. Hirsch to replace Dr. Jeynes-Ellis on the committee after Dr. Jeynes-Ellis submitted her resignation to the Board. The committee’s primary responsibilities arepurpose is to addressapprove, administer and interpret our executive, officers’key employee and other key employees’ development, retention,director compensation programs, benefit policies, compensation philosophy and performance and to overseeengagement with external compensation and benefit matters. It reviews and approves compensation policies for Agenus to ensure that our compensation strategy supports organizational objectives and stockholder interests and does not create incentives for inappropriate risk-taking.consultants. The committee reviews, determines and approves the compensation of the Chief Executive Officer, and reviews and approves the compensation of all other executive officers and certain other key employees. It also reviews and recommends compensation for members of the Board. Additionally, the committee approves and recommends, and suggests material changesmakes recommendations to any employeethe Board regarding the adoption of new incentive compensation or retirementand equity-based plans and any directoradministers existing incentive compensation and equity-based plans.

The Compensation Committee considers appropriatedata from other companies for compensation comparison purposes and retained an outside compensation consultant in 2015, Independent Stock Plan Advisors, LLC2023, Aon Consulting, Inc. through its Human Capital Solutions Subdivision (“ISP”), and in 2016, Radford, an Aon Hewitt Company—a division of Aon Corporation (“Radford”), to provide market reference information forreview the Company's compensation philosophy, create a relevant comparator peer group based on a number of relevant factors, and benefits.evaluate our executive and board compensation programs. The committee has the authority to retain special legal, accounting, or other consultants to advise the committee.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 athttp:https://investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement. Please also see the Compensation Discussion and Analysis starting on page 17, and the accompanying Compensation Committee Report on page 32. ISP did, andAon 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,Nasdaq, the Compensation Committee determined that ISP,Aon Radford, as an advisor to the Compensation Committee during 2015,2023, was independent and that the work performed by ISPAon Radford did not raise any conflicts of interest in 20152023 that would preclude the Compensation Committee from reviewing and considering ISP’sAon Radford’s analyses when making compensation decisions. The Compensation Committee performed the same analysis with respect to Radford and reached the same conclusion.

Corporate Governance and Nominating Committee

Members:

Timothy R. Wright, Chair

Brian Corvese

Ulf Wiinberg

The Corporate Governance and Nominating Committee consists entirely of independent directors within the meaning of applicable NASDAQNasdaq listing rules. During 2015,2023, the Corporate Governance and Nominating Committee consisted of Mr. Wright (Chair), Ms. SharpMr. Corvese and Mr. Dechaene. Mr. Dechaene retired from the Board on December 31, 2015, and Ms. Sharp joined the Corporate Governance and Nominating Committee on June 25, 2015.Wiinberg. 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 EthicsBusiness Conduct and meets periodically with our Chief Compliance Officer, including meeting, as needed, for separate private sessions with the Chief Compliance Officer without other members of management present.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 on diversity.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 executiveexpansive 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 c/o Chief Compliance Officer.Director.

In addition, our by-lawsbylaws 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. For a description of this by-law provision, see Additional Information on page 70 of this proxy statement. 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 athttp: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 63% 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 2023, 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.

Nasdaq Diversity Matrix

The following matrix provides race/ethnicity, as well as gender, of the members of our Board, as self-identified by members of our Board.

Board Diversity Matrix (As of April 26, 2024)

Total Number of Directors: 6

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 c/o Chief Compliance Officer.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 and the Chief Compliance Officer.Committee.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the year ended December 31, 20152023 were Mr. JordanCorvese (Chair), Mr. Corvese,Dr. Jeynes-Ellis, and Mr. Wright. No member of the Compensation Committee was at any time during 2015,2023, 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 ourthe Compensation Committee.

Our Executive Officers

Garo H. Armen, Ph. D.—Chairman and Chief Executive Officer—Dr. Armen, 71, 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, 63, 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, 58, 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.

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the principles underlying our policies and decisions with respect to the compensation of ourthe 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 analysisunderstanding of these policies and decisions.their compensation in 2023. Our named executive officers for 20152023 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 2023. Our named executive officers for 2023 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 the highest calibertop talent, reward strong performance, and align incentives with the creation of long-term stockholdershareholder value, taking into considerationwhile also considering the Company’s resource constraints. The target short-term compensation of(base salary and target annual incentive bonuses) for our named executive officers is positioned atcompetitively on average within approximately the 50^th50th percentile of our compensation peer group, and ourgroup. Our long-term incentive programs are designed to preserve our cash resources, promoteencourage long-term decision-making and alignvalue creation, and reward with stock price appreciation.

Our performance in 2015

In 2023, we and our subsidiaries exceeded most of our annual goals set under our corporate performance goals. We achieved significant clinical, research, and operational goals, such as completing enrollment in the aggregate, despite challenging circumstances, including limited financialPhase 1 and human resources, aggressive timelinesrandomized Phase 2 studies of botensilimab and third party competition. As more specifically described below, during 2015 we:

We believe that our incentive compensation programs were administered in a manner consistent with our operating performance, long-term objectives, and compensation philosophy. GivenBased on the Company’s overall performance in 2015,2023, the annual cashincentive bonuses awarded toearned by our named executive officers for 2015 performance ranged from 111%100% to 170%146% of their targets, andtarget bonus amounts, prior to adjusting for the remaining one-thirdmultiplier applied as a result of the performance-vestingpayment of these bonuses in stock options granted to our named executive officers in 2013 and one-half of the performance-vesting stock options granted to our named executive officers in 2015 vested during 2015 based on the achievement of pre-established milestones relating to our market capitalization.

Compensation Philosophy

Our executive compensation program is designed to attract and retain the highest caliber executives and reward and alignhigh-caliber talent while aligning our executives' incentives with the creation of long-term stockholder value, while effectively managingshareholder value. We aim to manage the risks and challenges inherent to a biotechnology company of our size and stage of development. We offer a compensation package that combinesdevelopment by combining short- and long-term components,elements, cash and equity compensation, and fixed and contingent payments, in the proportions we believe appropriately incent and rewardvariable compensation. We incentivize our executives to achieve the following goals:

Our general philosophy is to emphasize equity over cash compensation and long-term over short-term compensation. OurWith respect to our executive compensation program, not only aimswe aim to be competitive inwithin our industry but also to beand fair relative to other professionals within our organization. Our executives’executives' base salary,salaries, target annual incentive bonus levels, and target annual long-term incentive award values are set at levels that are competitive with our peers. Executives have the opportunity to earn above-market pay for above-market performance as measured againstthose of our peer group of companies (see “Competitive Market Review” for further information on our peer group).

group. We continually review our executive compensation program in order 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, in a manner consistent withand provides compensation at market-competitive levels. Our Compensation Committee assessed our company’s philosophycompensation

policies and values and our peer group. In designingpractices, including the risks created by our compensation package we also seek to reward executive decisions that align the Company’s goalsplans, and objectives with delivering positive stockholder returns. We evaluate and reward our executives based on the Company’s performance, their contribution to the achievement of short- and long-term goals and objectives, and their ability to take advantage of unique opportunities and overcome difficult challenges within our business. We believe that our mix of short-term and long-term incentives, and our evaluation of performance results, assist us in managing any risk taking that may result from our compensation program and aligning our employees’ behavior with our overall business plan and the interests of our stockholders. Our Compensation Committee has concluded that our current compensation programs do not present no riskrisks that isare reasonably likely to have a material adverse effect on the Company.

At the Company’s 2014 Annual Meeting of Stockholders, our stockholders had the opportunity to cast an advisory vote (a “say-on-pay” proposal) on the compensation of our executive officers as disclosed in our proxy statement for that meeting. Stockholders approved the say-on-pay proposal by the affirmative vote of 96.2% of the votes cast on that proposal. The Compensation Committee believes this affirms stockholders’ support of the Company’s approach to executive compensation, and this approach has not changed since the 2014 Annual Meeting of Stockholders. Our Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for our named executive officers. At our 2011 Annual Meeting of Stockholders, our stockholders also had the opportunity to cast an advisory vote (a “say-on-frequency” proposal) on how often the Company should include a say-on-pay proposal in its proxy statements for future annual meetings. Our stockholders approved a proposal to hold say-on-pay votes every three years. Accordingly, our Board adopted the policy to hold say-on-pay votes every three years until the next required “say-on-frequency” advisory vote, and therefore, our stockholders will have the opportunity to vote on both “say-on-pay” and “say-on-frequency” proposals next year at our 2017 Annual Meeting of Stockholders.

Competitive Market Review

The market

To compete for top tiertop-tier executive talent in the biotechnology industry, is highly competitive. In order to attract and retain a superior leadership team we need to draw upon a pool of talent that is highly sought after by both large and established pharmaceutical and biotechnology companies in and outside our geographic area and by other life science companies.

We believe we have a competitive advantage in our ability to offer significant upside potential through stock options and other equity-based awards. In addition, we offer market cash compensation levels through competitive base salaries and cash bonus opportunities. We also compete on the basis of our vision of future success, our culture and values, the cohesiveness and productivity of our teams, and the excellence of our scientists and management personnel.

In order to succeed in attracting highly talented executives, we continuously monitor market trends and draw upon compensation surveys prepared by theAon Radford, Surveys division of AON Hewitt,our Compensation Committee’s independent compensation consultant, custom research developed by our compensation consultants, ISP for 2015 andAon Radford, for 2016, and other nationally recognized compensation surveys. Our Compensation Committee reviewsengages 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 2023: the Radford Global Life Sciences Survey and proxy data that analyzes various cross-sectionsfrom a peer group of biotechnology companies. Our Compensation Committee approves a group of comparable companies as our industry as well as relevant geographical areas.peer group for executive and director compensation purposes.

Market References: How We Define Market and How We Use Market Compensation Data. Our Compensation Committee has engaged ISP andAon Radford since 2016 as its independent compensation consultantsconsultant to evaluate our totalexecutive compensation program and compare it to levelsother programs in the market.

Defining the Market.For 2015,2023, we used two market references to compareevaluate our totalexecutive compensation practices and levels toprogram 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 2022, 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 did not make any updates to our 2022 peer group for 2023. Our peer group for 2022 and 2023 was as follows:

ArQule, Inc.

Array BioPharma Inc.

AVEO Pharmaceuticals, Inc.

BioCryst Pharmaceuticals, Inc.

Cell Therapeutics, Inc.

Curis, Inc.

Cytokinetics, Incorporated

GTx, Inc.

Idera Pharmaceuticals, Inc.

Immunomedics, Inc.

Infinity Pharmaceuticals, Inc.

Omeros Incorporated

Pain Therapeutics, Inc.

Peregrine Pharmaceuticals, Inc.

Sunesis Pharmaceuticals, Inc.

Synta Pharmaceuticals Corp.

Trubion Pharmaceuticals, Inc.

Vical, Inc.

ZIOPHARM Oncology, Inc.

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

Total Compensation Strategy

We intend

Our compensation strategy aims to continueoffer our strategy of compensating our named executive officers atexecutives competitive levels,compensation packages, with thean opportunity to earn above-market pay for above-marketexceptional performance. We will continue to emphasizeTo maintain our competitive pay philosophy, we prioritize long-term equity incentives and performance-based incentive compensation delivered in the form of equity-based awards to maintain our competitive pay philosophy.compensation.

For 2015, the

We generally target total compensation paid toat approximately the named executive officers generally fell between the 50^th and 60^th50th percentile of total compensation paid to executives holding equivalent positions in our peer group, of companies. Totalwhich was the case for 2023 target total compensation. For this purpose, total compensation includes annual base salary, target cashannual incentive bonus, and the grant date value of equity awards. We believe that the total compensation paid to our named executive officers was reasonable in the aggregate given our corporate performance and our financial circumstances.

The competitive posture of our totalactual annual compensation paid or earned versus the market references will vary year to year based on Company and individual performance, as well as the performance of theour peer group companies and theirthe respective levellevels of annual performance bonus awards madecompensation paid by peer group companies to their executives. We expect to continue targeting total compensation at approximately the 50^th50th percentile of our peer group, with an emphasis on performance-based variable 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 awards (bonus),bonuses, long-term equity-based incentive compensation, and certain other benefits.

Role of Our Compensation Committee

Our Compensation Committee approves, administers, and interprets our executive compensation and benefit policies, including awards that have been made to executives under our 1999 Equity Incentive Plan (as amended) and under our 2009 Equity Incentive Plan, as amended to date (the “2009 Equity Incentive Plan”). Our Compensation Committee is appointed by our Board, and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and “non-employee directors” for purposes of Rule 16b-3 under the 1934 Act. Our Compensation Committee is comprised of Mr. Jordan (Chair), Mr. Corvese and Mr. Wright.

Our Compensation Committee ensures that our executive compensation program is consistent with our compensation philosophy and our Governance Guidelines (described above), and determines the executive compensation packages offered to our officers.

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, thein addition to considering market data as described above, our Compensation Committee balances individual experience, performance and functional area, and company-wide goals and achievements. For purposes of setting the annual goals under our annual bonus program, each executive participates in establishing the objectives of our Company as a whole and offers his or her views as to the goals of each other’s functional area, insofar as those goals impact the individual executive’s own functional area. After the end of the relevant fiscal year, we also ask our executives to provide feedback not only on their own performance and that of their particular area, but also of other functional areas and our entire organization. We see this process both as the optimal means of assembling accurate information regarding the expectation and realization of performance, as well as an integral part of our culture of collaborative, team-oriented management. Final goals and objectives for our annual bonus program are approved by the Board.

In 2015, our Company goals included:

At the end of each year, we and our Compensation Committee evaluate the achievement of Company goals and objectives, along with individual executive performance, and begin discussions regarding goals and objectives for the next fiscal year. Incentive compensation, based on the achievement of goals and objectives, may be awarded in the form of an annual cash bonus and equity-based awards. Equity-based awards are used to align the interests of our executives with those of our stockholders and to promote a long-term performance perspective and progress toward achieving our long-term strategy.

Our senior executives’ total compensation may vary year to year based on Company and individual performance. Further, the value to our senior executives of equity awards will vary based on our stock price performance. The general structure of our executive compensation programs for executive officersprogram is consistent with that offor non-executive members of the Agenus management team. Perquisites are not a general component of our compensation program for all executives; however, we provide Dr. Armen with car services, and we provide Dr. Stein with access to corporate housing, housing and automobile allowances and financial planning and advisory services, all as noted below.

Short-term Compensation.

Short-Term Compensation

Our short-term compensation program consists of base salary and annual incentive bonuses. Base salary will typically be usedprovides a fixed rate of base compensation to recognize the experience, skills, knowledge, and responsibilities required of each officer, as well asexecutive, and takes into account competitive market conditions.

Base Salary:Salary: Base salaries for our executivesexecutive officers are generally positioned at or around the 50^th50th percentile versusof our peer group (see “Competitive Market Review” above for further information on our peer group). In

establishing the base salaries of our executive officers,executives, our Compensation Committee (with input from our CEO,Chief Executive Officer, other than with respect to his own base salary) takes into account a number ofconsiders various factors, including the executive’ssuch as an executive's seniority, experience, position and functional role and level of responsibility.responsibilities, as well as peer group and competitive market data.

We also consider the following factors when determining base salary:

The

We review the base salaries of our named executive officers are reviewed on an annual basis,executives annually and adjustments are madeadjust them to reflect performance-based factors, as well asthe executive’s performance, competitive conditions.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 applyuse specific formulas to determine base salary increases.

In June 2015,January 2023, in connection with its annual review of executive compensation matters and approval of annual long-term incentive awards for all employees, our Compensation Committee approved increases to the Board approved abase salaries of our named executive officers. Dr. Armen’s base salary increase for each ofincreased from $687,750 to $715,260 (a 4% increase), Dr. Armen, Ms. Klaskin, Dr. SteinO’Day’s base salary increased from $572,000 to $594,880 (a 4% increase), and Ms. ValentineKlaskin’s base salary increased from $286,754 to $298,224 (a 4% increase). These increases were effective as of July 1, 2015,March 6, 2023.

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 will continue to pay Dr. Armen’s base salary in stock, in lieu of cash, through the first half of 2024.

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 described below under “Compensation Actions fora result, the current salaries of our Named Executive Officers.”named executive officers remain unchanged from their 2023 levels.

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

For 2023, each of our named executive officers was eligible to receive an annual incentive bonus. The Company’starget 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. In March 2023, the Compensation Committee approved an increase in Ms. Klaskin's target bonus percentage from 30% to 35% of her base salary in connection with its annual review of executive compensation matters and approval of annual longer-term incentive awards for all employees.

The Company sets annual goals and objectives are set at the beginning of each fiscal year with input from our executives, and such goals are reviewed and approved by our Compensation Committee and the Board. For 2023, the goals and objectives were:

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 takes into account the achievement of the goals and objectives as a whole. At the end of the fiscal year, our executiveChief Executive Officer, with input from management, prepares a report outlining the extent to which Company goals and objectives were achieved and presents that report to theour Compensation Committee along with a recommendation on the executives’ annual incentive bonus payout levels (other than with respect to his own), as a percentage funding level for the executive officers’of their target bonus awards. Thebonuses. Our Compensation Committee evaluates the report, along with any relevant supporting documentation, and considers it in the context of any change in facts or circumstances that could have impacted goal attainment throughout the year. From time to time, theour Compensation Committee may request supplemental information from management to support itsthe Compensation Committee’s evaluation. Based on this evaluation, as well as the Company’s available financial resources, theour Compensation Committee determinesexercises its discretion to determine the appropriate funding level for the executive officers’ targetexecutives’ annual incentive bonus payout. There is no quantifiable formula or weighting of goals. As a result, the Compensation Committee exercises discretion in establishing the funding level of the executive officers’ target bonus payout, taking into account the level of achievement of the Company goals as a whole.payouts. Once determined, the recommended bonus payout level is applied to each executive officer’sexecutive’s target bonus percentage to establish the individual target award. Thehis or her annual incentive bonus payout. Our Compensation Committee may exercise further discretion to adjust the actual bonus paid to any individual executive officer based on his or her individual performance that impactedand its impact on the Company’s overall performance (with input from our Chief Executive Officer, other than with respect to his own bonus), which it did in 2015.respect of 2023 annual bonuses, as described below under “2023 Compensation Actions for our Named Executive Officers.”

For the 2015 performance year, the annual incentive awards granted to our executive officers and other members of key management were based on their target bonuses, which were set based on competitive benchmarks, the Committee’s assessment of overall Company performance and each person’s unique contribution to the Company’s overall performance.

In determining the annual incentive awards granted tobonus payouts for our executive officers for the 2015 performance year,2023, our Compensation Committee noteddetermined that the majority of the Company’s pre-established goals and objectives for 2023, as described above, were accomplished.

In particular, the Company progressed its lead clinical program of botensilimab and balstilimab in metastatic CRC for a potential regulatory submission in 2024 based on FDA engagement. Success with that filing would enable Agenus to be on track as a revenue generating company by 2025 following key company accomplishments:

Our Compensation Committee gave weight to the factnoted that these accomplishments were made in a challenging economic environment in which the management team was under substantial resource constraints, and that the Company’s accomplishments in 20152023 were critical in repositioningadvancing the development of our diverse portfolio, reducing our reliance on contract manufacturing organizations, effectively managing our cost structure and advancing the Company for future growth and the creation of stockholder value, especially the successful consummation oftowards potential commercialization.

For 2023, our global alliance with Incyte and the advancement of our CPM programs, including the successful IND filings for antibodies targeting GITR (in Incyte’s name) and CTLA-4, which remain on track to commence clinical trials in the first half of 2016, as well as the strengthening of our balance sheet through creative, non-dilutive transactions. The range in individual awards reflects each executive officer’s unique contribution to the Company’s overall performance. The table below shows the followingCompensation Committee approved an annual incentive bonus payout for each of our named executive officers as follows: Dr. Armen at 146% of target, Dr. O’Day at 125% of target and Ms. Klaskin at 100% of target. In 2024, our Board determined to pay our employees, including our named executive officers, their annual incentive bonuses in 2015:the form of time-based options, in lieu of cash, with the number of shares underlying such options determined by dividing 125% of the employee’s earned bonus by the closing price of our common on January 17, 2024 ($11.80 per share, after giving effect to the one-for-twenty reverse

stock split) for Dr. Armen and January 16, 2024 ($12.20 per share, after giving effect to the one-for-twenty reverse stock split) for Dr. O’Day and Ms. Klaskin. This resulted in Drs. Armen and O'Day and Ms Klaskin being granted 66,207, 38,094 and 10,694 options, respectively (after giving effect to the one-for-twenty reverse stock split). These options vest as to 50% of the underlying shares on June 27, 2024 and 50% of the underlying shares on September 27, 2024, subject to the executive's continued employment or service with us through the applicable vesting date. These awards are also subject to shareholder approval of an increase in the amount of shares available for issuance under the 2019 EIP and, if such shareholder approval is not obtained, our Compensation Committee will determine the form of payout of 2023 annual bonuses. The table below shows for each of our named executive officers (i) his or her target annual incentive bonus (as a percentage of base salary), (ii) actual annual incentive bonus that would have been received if it had been paid in cash (as a percentage of base salary), and (iii) actual annual incentive bonus that would have been received if it had been paid in cash (as a percentage of target)., in each case of (ii) and (iii) after giving effect to the 125% multiplier applied as a result of the payment in stock options. The amounts reported do not take into account the grant date fair value of the options.

Long-term Incentives.

OurLong-Term Incentives

The Company's long-term incentives consistfor 2023 consisted of time-vesting and performance-vestingstock options. The Company believes that time-vesting stock options restricted stock grants and performance shares. Performance shares reward performance and the achievement of key milestones that are important to our success. Stock options arealso performance-based because no value is created unless the value of ourthe common stock appreciates after grant. We also grant stock options that

Equity-based awards are subject to performance-based vesting to further drive the achievement of key business objectives. Time-based restricted stock encourages employee retention by providing some level of valuegranted to executives who remain employed duringand employees to enable them to participate in the vesting periodlong-term appreciation of the award. Equity-based awards also support an ownership cultureCompany'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 forinterests of the Company’s long-term success. OurThese awards are not granted automatically to executives on an annual basis. The Compensation Committee grants equity incentivesequity-based awards based on the executive’s and the Company's performance over time, their ability to our executives and employees generally to enable them to participate in long-term appreciation of ourimpact the Company's results that drive stockholder value, as well astheir level within the organization, their potential to sharetake on roles of increasing responsibility, and competitive equity award levels for similar positions in the impact of any business setbacks. Unlike many companies in our industry, we have a practice of granting equity-based awards deep in our organization, believing that we will succeed if our employees feel invested in us, our business and our future.peer group.

Initial and Promotional Long-Term Incentive Grants:

The size of the initial long-term incentive grant made to executive officersexecutives upon joining the Company or to current employees being promoted to executive officer positions is primarily based on competitive conditionsconsiderations applicable to the executive’sexecutive's specific position. In addition, theThe Compensation Committee considers the number of shares of common stock underlying equity-based awards ownedheld by other executives in comparable positions within ourthe Company and has, with the assistance of its independent compensation consultant, established long-term incentive guidelines for specified categories of executives. We believe this strategy is consistent with the approach of other companies in our peer group and, in our Compensation Committee’s view, is appropriate for aligning the interests of our executives with those of our stockholders over the long term.

Market Comparisons:

We use a number of

The Company uses several methodologies to make external comparisons when we determinedetermining the numbersize and form of options, restricted stock and performance sharesincentive equity awards to be granted to each executive. On an individual basis, we compare:

On a total Company basis, we analyze:

We believe these comparisons provide important additional context for comparing the competitive level of our equity-based compensation practices versus the market.

Ultimately, awards to executive officers are driven by their and the Company’s performance over time, their ability to impact our results that drive stockholder value, their level within the organization, their potential to take on roles of increasing responsibility in our Company, and competitive equity award levels for similar positions and organization levels in our peer companies. Equity awards are not granted automatically to our executives on an annual basis.

Certain Outstanding Awards:2023 Grants:

In September 2013,

On January 5, 2023, the Compensation Committee approved grantsgranted an option to purchase shares of our common stock optionsto each of Drs. Armen (120,000 shares) and O’Day (10,000 shares) and Ms. Klaskin (8,145 shares) (in each case, after giving effect to the Company’s executive officers and the senior management team thatone-for-twenty reverse stock split), which vest on the achievement of key milestones. These awards were based upon guidelines recommended by the Compensation Committee’s independent compensation consultant. The weightings for these awards were based on the Compensation Committee’s judgment and its assessment of the strategic importance of the applicable milestone. The Compensation Committee believes these stock options enhanced the pay-for-performance characteristics of the Company’s long-term incentive strategy and were aligned with stockholder interests as the awards vested upon achievement of strategically important milestones.

For the September 2013 stock option grants,to one-third of the options vested on the achievement of any of the seven performance milestones listed below, such that the options would be fully vested if any three of the seven performance milestones were achieved. The 2013 stock option grants had a term of three years, such that any portion of the grant not vested before the three-yearfirst anniversary of the grant date would be forfeited.and thereafter in eight quarterly installments, generally subject to the named executive officer’s continued employment or service with the Company. The milestones were as follows:

On June 25, 2014, the Compensation Committee vested one-thirdexcess of the September 2013 grant based on the completionper share price of the acquisitionour common stock as of 4-Antibody, which included six pre-clinical assets.

On July 24, 2014, the Compensation Committee vested an additional one-third of the September 2013 grant based on GlaxoSmithKline plc’s (“GSK’s”) submission of a regulatory application to the EMA for its malaria vaccine candidate, RTS,S, which contains Agenus’ QS-21 Stimulon adjuvant and which the EMA accepted for review.

On January 27, 2015, the remaining one-third vested when the Company’s market capitalization remained above $200 million for the 30^th consecutive day.

In February 2015, the Compensation Committee approved grants of stock options to the Company’s executive officers and the senior management team that vest according to the following schedule: (i) 70% of each grant vests quarterly over a three-year period from the date of grant and (ii) 30%this proxy statement. The intrinsic value of each grant vests onthese options is $0 as of April 25, 2024, the achievementday immediately prior to the filing of performance milestones (the “Milestone Portion”). For each grant, half of the Milestone Portion will vest on the achievement of any one of the four performance milestones listed below, and the remaining half will vest on the achievement of any additional performance milestone listed below. The Milestone Portion of each grant is subject to a term of 30 months, such that any portion of the Milestone Portion of each grant that is not vested before the 30-month anniversary of the grant date will be forfeited. The performance milestones are as follows:this proxy statement.

On July 6, 2015, 50% of the “Milestone Portion” of the February 2015 grant vested when the Company’s market capitalization remained above $500 million for the 30^th consecutive day.

In July 2015, the Compensation Committee approved a company-wide performance share grant to allThe Company provides its employees, at the time, including all of our named executive officers, which are eligible to vest in one-third increments over the three-year period beginning on July 1, 2015 based on the achievement of certain key Company milestones that are significant to the success of our business. The Compensation Committee chose as the milestones what it believed to be key drivers of our business that will help create long-term value for our stockholders. Any portion of each performance share award that does not vest during the applicable year will be forfeited automatically at the end of such year.

Benefits.

We provide the following benefits to our executive officers generally on the same basis as the benefits provided to all employees:

We believe 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 we competeit competes for talent.

We also provide limited personal benefits to our named executive officers, including certain benefits to Dr. Stein as described in the Summary Compensation Table. We provide these benefits to Dr. Stein in order to allow him to focus on his duties as our President of R&D without the disruption associated with having to relocate his home, which we believe, in turn, will increase long-term stockholder value.

Severance Compensation and Termination Protection.Protection

We are party to employment agreements with Drs. Armen and O’Day. Additionally, we have entered into employment anda change of control arrangementsagreement with Dr. Armen, Dr. Stein and Ms. Valentine. Mr. Ballantyne, Mr. Baysal, and Ms. Klaskin participate in our executive change of control plan.Klaskin. These arrangementsagreements provide for severance compensation to be paid if the executive’sexecutive'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 us,the Company, each as is defined in the respective agreements or plan.agreements.

The employment and change of control arrangementsagreements and the executive change of control plan, as applicable, between our Company and our executive officers and the related severance compensation provisions contained in such agreements are designed to meet the following objectives:

addition, many larger established pharmaceutical companies consider companies at similar stages of development to ours as potential acquisition targets. In certain scenarios, a merger or sale of the Company may be in the best interests of our stockholders. We provide severance compensation if an executive officer is terminated following a change of control transaction in order to maintain management continuity in the event a potential transaction is announced and to promote the ability of our executive officers to act in the best interests of our stockholders even though their employment could be terminated as a result of the transaction.

The payments provided under these arrangements are as follows:

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 Company base salary, bonus, and medical and dental benefits continuation for a period of 12 months, and outplacement services. In addition, Ms. Valentine is entitled to a gross-up payment to cover any excise taxes imposed by Section 4999Chief Compliance Officer. None of the Code.

Executive employment and change of control arrangements are covered in greater detail below in the section entitled “Compensation of Executive Officers—Potential Payments Upon Termination or Change of Control.”

2023 Compensation Actions for our Named Executive Officers

Compensation

The compensation actions for 2015 and 2016 reflect2023 were determined by our Compensation Committee’sCommittee based on assessments of performance relative to Company goals and objectives and individual performance objectives, andas well as comparisons against the market references described above.

Dr. Armen, our Our Chief Executive Officer, Dr. Armen, makes recommendations to ourthe Compensation Committee as toregarding individual compensation actions for our senior executives, including our named executive officers, but excluding himself. Using the same criteria outlined above, ourThe Compensation Committee works with our Vice President of Human Resources and Administration and our independent compensation consultant to determine the specific compensation actions for our named executive officers. Our Compensation Committees makes all final determinations regarding the compensation of our executive officers,executives, including our named executive officers.

Our 2023 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

Certain Compensation Actions in 2016:

C. Evan Ballantyne—Chief Financial Officer

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Christine M. Klaskin—Vice President, Finance

Compensation Actions in 2015:Tax and Accounting Considerations

Certain Compensation Actions in 2016:

Ozer Baysal—Chief Business Officer

Compensation Actions in 2015:

•

Annual Incentive Bonus:In February 2015, our Compensation Committee approved a cash bonus of $125,400 to reward Mr. Baysal for his performance in 2014.

Certain Compensation Actions in 2016:

Dr. Robert B. Stein—President, Research & Development

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Karen H. Valentine—Chief Legal Officer and General Counsel

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a federal income tax deduction for any publicly-held corporation for individual compensation exceedingpublic corporations of remuneration in excess of $1 million paid in any taxablefiscal year to certain specified executive officers, subject to certain transition rules. However, in designing our executive compensation program including for a company’sour named executive officers, other than its chief financial officer, unless compensation qualifies as performance-based under such section. We are asking our shareholders to approvethe

Compensation Committee considers a variety of factors, but believes that the material termsprimary purpose of our 2009 Amended and Restated Equity Incentive Plan and our 2016 Executive Incentive Plan, consistent with Section 162(m). However, the Compensation Committee believes that its primary responsibilityexecutive 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 program that attracts, retains and rewards the executives necessary for our success. Accordingly, the Compensation Committee may,is non-deductible or is limited in its judgment, authorize, and has authorized, compensation payments that do not comply with the exemptions, in whole or in part, under Section 162(m) or that may otherwise be limited as to tax deductibility.

COMPENSATION COMMITTEE REPORT

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 http://www.agenusbio.com/finance/corporate-governance. No material on our website is part of this proxy statement.

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.

Wadih Jordan (Chair)

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

This table shows certain information about the compensation paid or awarded to, or earned in 2015, 2014, and 2013 by our named executive officers.