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:

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):

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 20142016 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.

Virtual Meeting Option

If you are unable to attend the 2014 Annual Meeting of Stockholders in person, you may attend and participate in the meeting through a live, virtual web conference where you will be able to vote electronically and submit questions during the meeting atwww.virtualshareholdermeeting.com/Agenus2014. Instructions on how to participate and demonstrate proof of stock ownership are posted atwww.virtualshareholdermeeting.com/Agenus2014.

It is important that your shares be represented at the 20142016 Annual Meeting of Stockholders. Therefore, whether or not you plan to attend the meeting, in person or through our virtual web conference, please complete your proxy and return it to us. If you attend the meeting and wish to vote in person, or through our virtual web conference, 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.

March 10, 2014April 28, 2016

TABLE OF CONTENTS

AGENUS INC.

3 Forbes Road

Lexington, Massachusetts 02421

Telephone: (781) 674-4400

PROXY STATEMENT

MARCH 10, 2014APRIL 28, 2016

This proxy statement contains information about the 20142016 Annual Meeting of Stockholders of Agenus Inc. (the “2014“2016 Annual Meeting”), including any postponements or adjournments of the meeting. The 20142016 Annual Meeting will be held at Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421 on April 23, 2014June 14, 2016 at 5:00 P.M., Eastern Time. For your convenience, Agenus Inc. is also offering you the option to attend the 2014 Annual Meeting of Stockholders on the Internet through a virtual web conference available atwww.virtualshareholdermeeting.com/Agenus2014.

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

This proxy statement and solicitation is being made on behalf of the Board of Directors of Agenus Inc.

In accordance with the “e-proxy” 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, 2016 we first sent a Notice of Internet Availability of Proxy Materials on or about March 10, 2014 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, 20132015 and a form of proxy) over the internet beginning on March 10, 2014, to each stockholder entitled to vote at the 20142016 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, 20132015 and a form of proxy) on or about March 14, 2014.April 28, 2016.

Our Annual Report on Form 10-K for the year ended December 31, 20132015 is also available on the “Financial” section of our corporate website athttp://www.agenusbio.com/finance/investor.agenusbio.com/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 by attending in person or on the Internet through our virtual web conference at the 20142016 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, through our virtual web conference or in person at the 20142016 Annual Meeting, you do not need to return your proxy card.

		•       By mail.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. 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.   •       Through ourvirtual web conference. If you wish to attend the meeting through our virtual web conference, instructions on how to participate and demonstrate proof of stock ownership are posted atwww.virtualshareholdermeeting.com/Agenus2014. Stockholders attending the meeting through our virtual web conference may vote during the meeting. In order to vote or submit a question during the meeting, you will need to follow the instructions posted atwww.virtualshareholdermeeting.com/Agenus2014. •      In person at the 20142016 Annual Meeting.Meeting. If you attend the 20142016 Annual Meeting in person, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.   If your shares are registered in “street name,” you have the right to direct your broker, bank, or nominee how to vote your shares by using the voting instruction card included in the mailing, or by following their instructions for voting over the internet or by telephone.
How can I change my vote?		If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the 20142016 Annual Meeting. To do this, you must do one of the following:   •       Vote over the internet as instructed above. Only your latest internet vote is counted.   •       Vote by telephone as instructed above. Only your latest telephonic vote is counted.   •       Sign a new proxy card and submit it as instructed above.   •       Attend the 20142016 Annual Meeting and vote in person or through our virtual web conference.person.Attending the meeting will not revoke your proxy unless you specifically request it.it.   If your shares are held in “street name,” you may submit new voting instructions by contacting your broker, bank, or nominee. You may also vote in person at the 20142016 Annual Meeting if you deliver a valid and completed proxy card as described in the answer to the “How do I vote?” question above. You may also vote through a virtual web conference at the 2014 Annual Meeting of Stockholders if you follow the instructions on how to vote and demonstrate proof of stock ownership available atwww.virtualshareholdermeeting.com/Agenus2014.

Will my shares be voted if I do not return my proxy?		If your shares are registered directly in your name,your shares will not be voted if you do not vote over the internet, vote by telephone, return your proxy, or vote in person at the 20142016 Annual Meeting.   If your shares are held in “street name,” your brokerage firm,broker, bank, or nominee, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms haveA broker, bank, or nominee has authority to vote customers’ unvoted shares on some routine matters. If you do not give a proxy to your brokerage firmbroker, bank, or nominee to vote your shares, your brokerage firmit may either vote your shares on routine matters, or leave your shares unvoted. Proposal 2 (to approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance)issuance thereunder from 140,000,000 to 240,000,000) and Proposal 5 (to ratify the appointment of KPMG LLP as our independent registered public accounting firm) are the only proposals that are considered routine matters for this purpose. Your brokerage firmbroker, bank, or nominee cannot vote your shares with respect to non-routine matters unless they receive your voting instructions. We encourage you to provide voting instructions to your brokerage firmbroker, bank, or nominee by giving them your proxy. This ensures your shares will be voted at the 20142016 Annual Meeting according to your instructions. You should receive directions from your brokerage firmbroker, bank, or nominee about how to submit your proxy to them at the time you receive this proxy statement.

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 20142016 Annual Meeting?		A majority of our outstanding shares of common stock as of the record date must be present at the 20142016 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 20142016 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 threetwo Class III directors for a term of three years.years expiring at the 2019 Annual Meeting of Stockholders.   The threetwo nominees for director receiving the highest number of votes FOR election will be elected as directors. This is called a plurality. You may vote FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. 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 directors and will have no effect on the results of the vote.

		Proposal 2—To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 70,000,000140,000,000 to 140,000,000.240,000,000.
		To approve Proposal 2, stockholders holding a majority of the outstanding shares of Agenus common stock entitled to vote at the 20142016 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, we believe your brokerage firmbroker, 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 an amendment to our Amended and Restated 2009 Equity Incentive Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 6,200,000 to 10,200,000.Plan.
		To approve Proposal 3, stockholders holding a majority of the shares of Agenus common stockvotes cast by stockholders present in person or represented by proxy at the 20142016 Annual Meeting and voting on the matter must vote FOR Proposal 3. 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.
		Proposal 4—To approve in a non-binding advisory vote, the compensation of the Company’s named executive officers.our 2016 Executive Incentive Plan.
		To approve Proposal 4, stockholders holding a majority of Agenus common stockthe votes cast by stockholders present in person or represented by proxy at the 20142016 Annual Meeting and voting on the matter must vote FOR Proposal 4. Abstentions and “broker non-votes” will not be counted as votes cast or shares voting on Proposal 4 and will have no effect on the vote.

		Proposal 5—To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.2016.
		To approve Proposal 5, a majority of the votes cast by stockholders present in person or represented by proxy at the 2016 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 brokerage firmbroker, 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 and “broker non-votes” will not be counted as votes cast or shares voting on Proposal 5 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 III directors, each for a term of three years.years expiring at the 2019 Annual Meeting of Stockholders.   •        FOR Proposal 2— To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 70,000,000140,000,000 to 140,000,000.240,000,000.   •        FOR Proposal 3—To approve an amendment to our Amended and Restated 2009 Equity Incentive Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 6,200,000 to 10,200,000.Plan.   •        FOR Proposal 4—To approve in a non-binding advisory vote, the compensation of the Company’s named executive officers.our 2016 Executive Incentive Plan.   •        FOR Proposal 5—To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.2016.
Are there other matters to be voted on at the 20142016 Annual Meeting?		We do not know of any other matters that may come before the 20142016 Annual Meeting. If any other matters are properly presented to the meeting, the persons named in the accompanying proxy card intend to vote, or otherwise act, in accordance with their judgment.
Where do I find the voting results of the 20142016 Annual Meeting?		We will report the voting results in a Form 8-K within four business days after the end of the 20142016 Annual Meeting.
Who bears the costs of soliciting these proxies?		We will bear the costs of soliciting proxies. In addition to the mailing of these proxy materials, our directors, officers, and employees may solicit proxies by telephone, e-mail,email, and in person, without additional compensation. We reserve the righthave retained Alliance Advisors, LLC at an estimated cost of $9,500 plus reimbursement of expenses to retain other outside agencies for the purposeassist in our solicitation of soliciting proxies. Upon request, we will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for distributing proxy materials to stockholders.
How can I receive future proxy statements and annual reports over the internet instead of receiving printed copies in the mail?		This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 20132015 are available on our website athttp://www.agenusbio.com/finance/sec-filings.investor.agenusbio.com/sec-filings. Most stockholders can elect to view future proxy statements and annual reports over the internet instead of receiving printed copies in the mail.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors has nominated the individuals listed below for election as Class III directors. Each 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 is fixed at seven members and consists of sevensix members. Two current members are Class I directors, with a termterms expiring at the 2016 Annual Meeting of Stockholders. Three currentMeeting. Two members are Class II directors, with terms expiring at the 20142017 Annual Meeting.Meeting of Stockholders. Two current members are Class III directors, with terms expiring at the 20152018 Annual Meeting of Stockholders. The Board has nominated Garo H. Armen, Ph.D., Tom Dechaene,Brian Corvese and Shahzad Malik, M.D.,Timothy R. Wright, each of whom is a current Class III director, for re-election to a term expiring at the 20172019 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 Garo H. Armen, Ph.D., Tom Dechaene,Brian Corvese and Shahzad Malik, M.D.,Timothy R. Wright, the nominees listed below, as Class III directors. The nominees have indicated their willingness to serve, if elected, but if they should be unable or unwilling to serve, proxies may be voted for substitute nominees designated by the Board.

There are no family relationships between or among any of our executive officers, directors, or nominees for directors.

Below are the names and certain information about each member of the Board, including the nominees for election as Class III directors:

NOMINEES FOR CLASS I DIRECTORS—TERMS TO EXPIRE IN 2016

Timothy R. Wright Age: 5658 Director DrugExecutive Vice President, Business Development, Strategy and Innovation, The Ohio State University Comprehensive Cancer CenterTeva Pharmaceuticals Industries Ltd.   Director since 2006, Lead Director since 2009 (a) Compensation Committee (b) Corporate Governance and Nominating Committee (Chair) (c) Audit and Finance Committee (d) Business & Development Advisory Committee		Mr. Wright is Executive Vice President, Business Development, Strategy and Innovation at Teva Pharmaceuticals Industries Ltd. He was previously the founder and head of The Ohio State University Comprehensive Cancer Center Drug Development Institute, a position he has held sincefrom September 2011.2011 to April 2015. From July 2011 to July 2012, Mr. Wright served as Chairman, Interim CEO, and a member of the Board of Directors of Curaxis Pharmaceuticals Corporation, a research based company dedicated to finding cures for age-related diseases, including Alzheimer’s disease 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 in July 2012. Prior to that, Mr. Wright served as President of the Imaging Solutions and Pharmaceutical Products Sector of Covidien. Covidien is an $11 billion global leader in medical devices and supplies, diagnostic imaging agents, pharmaceuticals, and other healthcare products. Mr. Wright brings to our Board over 28 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 nine Boards of Directors, five in North America and four in Europe and Asia. Mr. Wright earned his bachelor’s degree from The Ohio State University.

NOMINEES FOR CLASS II DIRECTORS—TERMS TO EXPIRE IN 2017

Tom DechaeneShahzad Malik, M.D. Age: 5449 Advisor toGeneral Partner at Advent Telecommunications, Media and High Technology IndustriesLife Sciences   Director since 1999, Lead Director 2006-20092014 (a) Business & Development Advisory Committee (b) Audit and Finance Committee (b) Corporate Governance and Nominating Committee		Mr. Dechaene is an advisor to various TMT (telecom, media and technology) and life sciences companies. Mr. Dechaene serves on the boards of KBC Group, a financial group listed on the NYSE Euronext, and Bourn Hall International Ltd, a private provider of IVF services in India and the MENA region. Between 2007 and 2012 Mr. Dechaene was an independent director of Transics N.V., a company listed on NYSE Euronext. Mr. Dechaene was a director of Telindus NV, listed on Euronext, from 2005 until its acquisition by Belgacom in 2006. Between 2006 and 2012 Mr. Dechaene was a director of the Telindus Foundation in the Netherlands. From 2000 to 2002, Mr. Dechaene was the Chief Financial Officer of SurfCast Inc., a software development company. He was with Deutsche Bank from 1991 through 1999, most recently as a director in the principal investments group within the equity capital markets division. Mr. Dechaene holds a law degree from the Central Exam Commission, Belgium, a master’s degree in applied economics from the University of Antwerp, and a master’s degree in business administration from INSEAD, France. Mr. Dechaene brings to our Board financial expertise, historical knowledge as a director of the Company, including as former lead director, and a breadth of international experiences.
Shahzad Malik, M.D. Age: 46 General Partner at Advent Venture Partners LLP Director since 2014		Dr. Malik is a General Partner at Advent Venture Partners, a position heLife Sciences and has heldbeen at Advent since 1999. Dr. Malik brings to our Board historical knowledge of 4-Antibody’sthe operations the business we acquired earlier this year,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 management consultants McKinsey & Company.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 20152018

Shalini Sharp Age: 3941 Chief Financial Officer and SeniorExecutive Vice President, Finance of Ultragenyx Pharmaceutical Inc.   Director since 2012 (a) Business & Development Advisory Committee (b) Corporate Governance and Nominating Committee		Ms. Sharp is Chief Financial Officer and SeniorExecutive Vice President Finance of Ultragenyx Pharmaceutical.Pharmaceutical Inc. and a member of the Board of the TB Alliance. Ms. Sharp served as Vice President and Chief Financial Officer of Agenus from 2006 to May 2012, and was most recently appointed a member of the Board effectivein May 11, 2012. She joined Agenus in 2003 and held increasing roles of responsibility spanning strategic planning, corporate development, investor relations, corporate finance and business development activities. Prior to Agenus, Ms. Sharp held similar roles at Elan Pharmaceuticals from 1998 to 2003, including serving as chief of staff to the Chairman of the Board of Directors during that company’s restructuring. With many years of industry experience, Ms. Sharp has spearheaded numerous financing and business development transactions that have been critical to the success of Agenus and Elan. Prior to Elan, Ms. Sharp was a management consultant at McKinsey & Company as well as an investment banker at Goldman Sachs, specializing in pharmaceuticals and medical devices. Ms. Sharp holds both a bachelor’s degree and a master’s degree in business administration from Harvard University. Ms. Sharp brings to our Board overnearly a decade of institutional knowledge of Agenus as well as her expertise in the biotechnology, corporate strategy, and banking industries.finance.

Vote Required

The threetwo nominees 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.” You may vote FOR all of the nominees, WITHHOLD your vote from all 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 nominees for Director.

OUR CORPORATE GOVERNANCE

Our Commitment to Good Corporate Governance

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

Role of Our Board

TheOur Board monitors our overall corporate performance, the integrity of our financial controls, risk management and legal compliance procedures. It electsappoints 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 theour Chief Executive Officer and other members of our senior management team, by reviewing materials provided to them by the Company on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees. We regularly review key portions of our business 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. The Audit and Finance Committee of the Board reviews the risk management practices of the Company and both the Corporate Governance and Nominating Committee and the Audit and Finance Committee receive an annual report from the Company’s Chief Compliance Officer 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 taking by our executives.

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

In 2013,2015, the Board met nineten times and acted by written consent once.twice. During 2013,2015, each of our directors except for Mr. Jordan, 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 2013,2015, all of our Board members except for Mr. Jordan, attended our 2013 annual meeting2015 Annual Meeting of stockholders.Stockholders. We expect each of our Board members to attend the 20142016 Annual Meeting either in person or through our virtual web conference. Mr. Jordan attended more than 75% of meetings of our Board and attended 66% of meetings of the Compensation Committee. His inability to attend certain meetings of the Compensation Committee and the 2013 annual meeting of stockholders was the result of family obligations overseas that were unavoidable.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 theseour Governance Guidelines from time to time, as needed. Theneeded, and at least once annually. Our Governance Guidelines are posted on the corporate governance section of our website athttp://www.agenusbio.com/finance/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

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 Ethics most recently in December 2012.2015. The Code of Ethics applies to all members of the Board and all employees of Agenus, including our Chief Executive Officer, PrincipalChief Financial Officer and Principal Accounting Officer or controller, or persons performing similar functions.Officer. Among other matters, our Code of Ethics prohibits 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 Ethics is posted on the corporate governance section of our website athttp://www.agenusbio.com/finance/investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement. We intend to post on our website all disclosures that are required by law or NASDAQ stock market listing standardsrules concerning any amendments to, or waivers from, our Code of Ethics. Stockholders may request a free copy of our Code of Ethics by writing to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, MA 02421.

Independence of Directors

Our Governance Guidelines and NASDAQ listing rules provide that a majority of the Board should be composed of independent directors. The Corporate Governance and Nominating Committee annually reviews the independence of the directors and reports to the Board which directors it recommends that the Board determine are independent. The Board then makes the final determination. The Board takes into account NASDAQ stock market listing standards,rules, applicable laws and regulations, and other factors in making its determinations including potential conflicts of interest, transactions, and other relationships that would reasonably be expected to compromise a director’s independence. The Board has determined that Mr. Corvese, Mr. Dechaene, Mr. Jordan, Dr. Malik, Ms. Sharp, and Mr. Wright are currently independent directors. Dr. Armen is currently not an independent director because he is employed as our Chief Executive Officer. Ms. Sharp is also currently not independent due to her employment history with the Company. We anticipate that Ms. Sharp will be deemed an independent director as of May 11, 2015. In making independence determinations with regard to other directors, the Board considered transactions between us and a director or a director’s affiliates and any positions a director holds with entities with commercial relationships with us. In particular, with respect to Mr. Corvese, the Board considered the facts that (i) Antigenics Inc. entered into a non-exclusive license agreement for QS-21Stimulon^® with VaxLogic, Inc., a wholly owned subsidiary of Pharmlogic Inc., and (ii) Mr. Corvese’s brother is the Chief Executive Officer of Pharmlogic Inc.

Executive Sessions of Independent Directors

Our independent directors typically meet in executive session without management present immediately prior to regularly scheduled Board meetings.meetings and at least quarterly. Four such meetings were held during 2013.2015.

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 Advisory 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 for our early-stage biotechnology company,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 fourfive standing committees: the Audit and Finance Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Business & Development Advisory Committee, and the Non-Executive Equity Award Committee. The Board also appoints from time to time ad hoc committees to address specific matters.

Audit and Finance Committee

The Audit and Finance Committee consists entirely of independent directors within the meaning of the NASDAQ stock market listing standardsrules and the requirements contemplated by Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has determined that Mr. Corvese, Chair of the Committee, and Mr. DechaeneDr. Malik each qualify as audit committee financial experts. For a description of Mr. Corvese and Mr. Dechaene’sDr. Malik’s relevant experiences that qualify them as audit committee financial experts, please see their biographies on page 7 and page 9.9, respectively. During the entirety of 2013,2015, the Audit and Finance Committee consisted of Mr. Corvese (Chair), Dr. Malik, Mr. Wright and Tom Dechaene. Mr. Dechaene retired from the Board on December 31, 2015, and Mr. Wright.Dr. Malik joined the Audit and Finance Committee on June 25, 2015. 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. The committee also reviews our risk management practices, 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 reviews the Code of Ethics annually, and periodically meets with our Chief Compliance Officer. The committee conducts a meeting each quarter to review theour 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://www.agenusbio.com/finance/investor.agenusbio.com/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 61.69.

Compensation Committee

The Compensation Committee consists entirely of independent directors within the meaning of applicable NASDAQ stock market listing standards.rules. During the entirety of 2013,2015, Mr. Jordan (Chair), Mr. Corvese and Mr. Wright were members of the Compensation Committee. The committee’s primary responsibilities are to address our executive officers’ and other key employees’ development, retention, and performance and to oversee 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. The committee determines 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 changes to, any employee incentive compensation or retirement plans and any director compensation plans.

The Compensation Committee considers appropriate companies for compensation comparison purposes and retained twoan outside compensation consultantsconsultant in 2013, Oyster Pond Associates and2015, Independent Stock Plan Advisors, LLC (“ISP”), and in 2016, Radford, an Aon Hewitt Company—a division of Aon Corporation (“Radford”), to provide market reference information for compensation and benefits. The committee has the authority to retain 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 Compensation Committee charter is posted on the corporate governance section of our website athttp://www.agenusbio.com/finance/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, and Radford does, not provide any services to the Company or the Compensation Committee other than those described above. After consideration of the six independence assessment factors provided under the listing rules of NASDAQ, the Compensation Committee determined that ISP, as advisor to the Compensation Committee during 2015, was independent and that the work performed by ISP did not raise any conflicts of interest in 2015 that would preclude the Compensation Committee from reviewing and considering ISP’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

The Corporate Governance and Nominating Committee consists entirely of independent directors within the meaning of applicable NASDAQ stock market listing standards.rules. During the entirety of 2013,2015, the Corporate Governance and Nominating Committee consisted of Mr. Wright (Chair), Ms. Sharp 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. 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, and issues of corporate public responsibility, and overseesoverseeing the Company’s management succession planning.planning process. It periodically evaluates the composition of the Board, the contributioncontributions 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 Ethics and meets periodically with our Chief Compliance Officer, including meeting, as needed, for a separate private sessionsessions with the Chief Compliance Officer without other members of management present.

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. Mr. Wright did not participate in determination of his own nomination.

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, 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. 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 executive 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.

In addition, our by-laws 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 6270 of this proxy statement. The charter of the Corporate Governance and Nominating Committee is posted on the corporate governance section of our website athttp://www.agenusbio.com/finance/corporate-governance.investor.agenusbio.com/corporate-governance. No material on our website is part of this proxy statement.

Communications with the Board

You may contact the Board or any committee of the Board by writing to Board of Directors (or specified committee), Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, Attn: Lead Director c/o Chief Compliance Officer. 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 Ethics will be forwarded to the Chair of the Corporate Governance and Nominating Committee and the Chief Compliance Officer.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the year ended December 31, 20132015 were Mr. Jordan (Chair), Mr. Corvese, and Mr. Wright. No member of the Compensation Committee was at any time during 2013,2015, 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 our Compensation Committee.

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the “Summary Compensation Table” below, who are referred to throughout this proxy statement as our “named executive officers,” and the material factors relevant to an analysis of these policies and decisions. Our named executive officers for 2015 are:

Executive Summary

Our compensation program is designed to attract and retain the highest caliber talent, reward strong performance and align incentives with the creation of long-term stockholder value, taking into consideration the Company’s resource constraints currently faced by the Company. We believe that theconstraints. The short-term compensation of our named executive officers is positioned at approximately the 50^thpercentile of our compensation peer group, and that our long-term incentive programs are designed to preserve our cash resources, promote long-term decision-making and through our equity programs, align reward with stock price appreciation.

In 2013, our overallOur performance in 2015 exceeded our annual corporate goals in the aggregate, and these accomplishments were achieved underdespite challenging circumstances, including limited financial and human resources, aggressive timelines and third party competition. As more specifically described below, during 2015 we:

We believe that our incentive programs were fundedadministered in a manner consistent with our operating performance, our long-term objectives, as a company, and our compensation philosophy. Given the Company’s overall performance in 2015, the annual cash bonuses awarded to our named executive officers for 2015 performance ranged from 111% to 170% of their targets, and the remaining one-third of the performance-vesting 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.

As more specifically described below, during 2013 a large randomized NCI-sponsored Phase 2 study of Prophage in combination with Avastin in recurrent Glioblastoma Multiforme (“GBM”) was initiated, we generated positive data in newly diagnosed GBM, an important milestone was reached for QS-21 with the generation by GlaxoSmithKline (“GSK”) of positive Phase 3 results for its RTS,S malaria vaccine candidate, we completed our Phase 2 study of HerpV generating statistically significant top line results, we raised $26.5 million in equity financings and we paid off $39.0 million in convertible notes. In addition, we progressed towards the execution of a definitive agreement to acquire 4-Antibody AG, a privately held Swiss company, significantly expanding our pipeline in immune-oncology.

Compensation Philosophy

Our executive compensation and benefits program is designed to attract and retain the highest caliber executives and reward and motivate them to pursue our strategic opportunitiesalign incentives with the creation of long-term stockholder value, while effectively managing the risks and challenges inherent to an early-stagea biotechnology company.company of our size and stage of development. We have createdoffer a compensation package that combines short- and long-term components, cash and equity, and fixed and contingent payments, in the proportions we believe are most appropriate toappropriately incent and reward our executives to achieve the following goals:

Our general philosophy is to emphasize equity over cash compensation and long-term over short-term compensation. Our executive compensation strategyprogram not only aims to be competitive in our industry, but also to be fair relative to other professionals within our organization. We seek to foster a performance-oriented culture, where

individual performance is aligned with organizational objectives and is tied to the value we deliver to our stockholders. Our executives’ base salary, target annual bonus levels, and target annual long-term incentive award values are set at levels that are competitive levels.with our peers. Executives have the opportunity to earn above-market pay only for above-market performance as measured against our peer group of companies (see “Competitive Market Review” for further information on our peer group).

We continually review our executive compensation approachprogram in order to ensure our programs rewardthat it rewards executives for achieving our goals and objectives in a manner consistent with other early-stage biotechnology companies. At the same time, inour company’s philosophy and values and our peer group. In designing our compensation package we also seek to reward executive decisions that align the Company’s goals 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 approach to setting goals and objectives, 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 present no risk that is reasonably likely to have a material adverse effect on the Company.

At the Company’s 20112014 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 93.3%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 20112014 Annual Meeting of Stockholders. TheOur 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, whichand therefore, our stockholders will occur no later thanhave the opportunity to vote on both “say-on-pay” and “say-on-frequency” proposals next year at our 2017 Annual Meeting of Stockholders. Proposal 4 at our 2014 Annual Meeting will provide stockholders with the opportunity to vote on the “say-on-pay” advisory resolution.

Competitive Market Review

The market for top tier executive talent in the biotechnology industry is highly competitive. Our objective isIn order to attract and retain a superior leadership team. In doing so,team we aimneed 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 advantagesadvantage in our ability to offer significant upside potential through stock options and other equity instruments. Nonetheless,equity-based awards. In addition, we must recognizeoffer market cash compensation levels and satisfy the day-to-day financial requirements of our candidates through competitive base salaries and cash bonuses.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 surveys prepared by the Radford Surveys division of AON Hewitt, custom research developed by our compensation consultant,consultants, ISP for 2015 and Radford for 2016, and other nationally recognized surveys. Our Compensation Committee reviews data that analyzes various cross-sections of our industry as well as relevant geographical areas.

Market References: How We Define Market and How We Use Market Compensation Data. Our Compensation Committee has engaged ISP and Radford as an independent compensation consultantconsultants to evaluate our total compensation program and compare it to levels in the market.

Defining the Market. For 2013,2015, we used two market references to compare our executive total compensation practices and levels to those in the market:

The twenty-five (25) companies currently included in our peer group are as follows: ARIAD Pharmaceuticals; ArQule, Inc.;

Array BioPharma; BioPharma Inc.

AVEO Pharmaceuticals; Pharmaceuticals, Inc.

BioCryst Pharmaceuticals; Pharmaceuticals, Inc.

Cell Therapeutics; Therapeutics, Inc.

Curis, Inc.; Cytokinetics; Dyax;

Cytokinetics, Incorporated

GTx, Inc.;

Idera Pharmaceuticals; ImmunoGen,Pharmaceuticals, Inc.;

Immunomedics, Inc.;

Infinity Pharmaceuticals; Ligand Pharmaceuticals; Omeros; Pharmaceuticals, Inc.

Omeros Incorporated

Pain Therapeutics; Therapeutics, Inc.

Peregrine Pharmaceuticals; Sangamo BioSciences; Pharmaceuticals, Inc.

Sunesis Pharmaceuticals; Pharmaceuticals, Inc.

Synta Pharmaceuticals; Pharmaceuticals Corp.

Trubion Pharmaceuticals; Pharmaceuticals, Inc.

Vical, Inc.; Zalicus (formerly CombinatoRx,

ZIOPHARM Oncology, Inc.); and ZIOPHARM Oncology. Based on the recommendation of ISP, the Compensation Committee made no changes to this peer group in 2013.

Determining Market Levels and Specific Comparisons. We compare our practices and levelsamounts of compensation against our peer group by each compensation component, by total annual compensation (including target annual incentive opportunity) and by total compensation including equity compensation components. The competitive comparisons made in this process are used to determine our approximate position relative to the appropriate market reference by compensation component and in total.

Total Compensation

We intend to continue our strategy of compensating our named executive officers at competitive levels, with the opportunity to earn above-market pay for above-market performance. We will continue to emphasize long-term equity incentives and performance-based incentive compensation delivered in the form of equityequity-based awards to maintain our competitive pay philosophy.

For 2013,2015, the total compensation paid to the named executive officers generally fell between the 4050^th and 60^th percentile of total compensation paid to executives holding equivalent positions in our peer group of companies. Total compensation includes annual base salary, target cash bonus and 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 under our financial circumstances. 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), long-term equity-based incentive compensation, and certain other benefits.

The competitive posture of our total annual compensation versus the market references will vary year to year based on Company and individual performance, as well as the performance of the peer group companies and their respective level of annual performance bonus awards made to their executives. We expect to continue targeting total annual direct compensation at approximately the 50^th percentile, with an emphasis on performance-based variable compensation.

Evolution Further, in light of our Compensation Strategy

Our compensation strategy is necessarily tied tophilosophy, we believe that the total compensation package for our stage of development. Accordingly, the specific direction, emphasis, and components of our executive compensation programexecutives should continue to evolve in parallel with the evolutionconsist of our business strategy. For example, we expect that if we become a fully integrated commercial company, our executivebase salary, annual incentive awards (bonus), long-term equity-based incentive compensation, program, and in particular our Executive Incentive Plan, will focus more on quantitative performance metrics. Our Compensation Discussion and Analysis would, in the future, reflect these evolutionary changes.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 and benefit 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 Compensation Program

Our performance-linked compensation program consists of the following four components listed below:(each described in more detail below):

To determine levels of overall executive compensation, the Compensation Committee balances individual, functional area, and company-wide goals and achievements. EachFor 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. WeAfter 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 2013,2015, our Company goals included:

At the end of each year, we and our debt obligations.

Each year weCompensation Committee evaluate the achievement of Company goals and objectives, functional area goals andalong with individual executive performance. At the end of the year, we review final performance, results versus our goals and objectives 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 general philosophy is to emphasize equity over cash compensation and long over short term compensation.

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 compensation programs for executive officers is consistent with that of non-executive members of the Agenus management team. Perquisites are not a general component of our compensation program except thatfor all executives; however, we provide Dr. Armen receiveswith car services, which have not exceeded $16,000 a year in any of the preceding three yearsand we provide Dr. Stein with access to corporate housing, housing and automobile allowances and financial planning and advisory services, all as noted below.

1. Short-term Compensation.

Our short-term compensation program consists of base salary and annual incentive bonuses. Base salary will typically be used to recognize the experience, skills, knowledge, and responsibilities required of each officer, as well as competitive market conditions.

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

establishing the base salaries of our executive officers, our Compensation Committee (with input from our CEO, other than with respect to his own base salary) takes into account a number of factors, including the executive’s seniority, position and functional role, and level of responsibility.

We also consider the following factors when determining base salary:

The base salarysalaries of our named executive group isofficers are reviewed on an annual basis, and adjustments are made to reflect performance-based factors, as well as competitive conditions. Increases are considered within the context of our overall annual financial constraintsposition before more specific individual and market competitive factors are considered. We do not apply specific formulas to determine base salary increases. ThereIn June 2015, the Board approved a base salary increase for each of Dr. Armen, Ms. Klaskin, Dr. Stein and Ms. Valentine effective as of July 1, 2015, as described below under “Compensation Actions for our Named Executive Officers.”

Annual Incentive Bonuses: Annual incentive bonuses for our executive officers are based on achievement of the Company’s goals and objectives as well as individual performance as outlined in our Executive Incentive Plan. Each executive is eligible to receive an award ranging from 0-200% of his or her target bonus based on the Compensation Committee’s evaluation of the achievement of Company goals and objectives and such individual’s performance. The Company’s annual goals and objectives are set at the beginning of each fiscal year and are reviewed and approved by the Board. At the end of the fiscal year, our executive management prepares a report outlining the extent to which Company goals and objectives were no salary increases givenachieved and presents that report to our executives in 2013. However, in January 2014, the Compensation Committee approved an 11% increasealong with a recommendation on the percentage funding level for Ms. Valentinethe executive officers’ target bonus awards. The 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 rewardtime, the Compensation Committee may request supplemental information from management to support its evaluation. Based on this evaluation, as well as the Company’s available financial resources, the Compensation Committee determines the appropriate funding level for the executive officers’ target 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. Once determined, the recommended bonus payout level is applied to each executive officer’s target bonus percentage to establish the individual target award. The Compensation Committee may exercise further discretion to adjust the actual bonus paid to any individual executive officer based on his or her for herindividual performance that impacted the Company’s overall performance, which it did in 2013 and to bring her base salary more in line with the competitive market.2015.

b.

Annual Incentive Bonuses: Annual incentive bonuses for our executive officers are based on achievement of the Company’s goals and objectives as well as individual performance as outlined in our 2004 Executive Incentive Plan, as amended (the “Executive Incentive Plan”). An individual executive is eligible to receive an award ranging from 0-200% of his or her target bonus based on the Compensation Committee’s evaluation of the achievement of Company goals and objectives and such individual’s performance. The Company’s annual goals and objectives are set at the beginning of each fiscal year and are reviewed and approved by the Board. At the end of the fiscal year, our executive management prepares a report outlining the extent to which Company goals and objectives were achieved and presents that report to the Compensation Committee along with a recommendation on the percentage funding level for the executive officers’ target bonus awards. The 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, the Compensation Committee may request supplemental information from management to support its evaluation. Based on this evaluation, as well as the Company’s available financial resources, the Compensation Committee determines the appropriate funding level for the executive officers’ target 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. Once determined, the recommended bonus payout level is applied to each executive officer’s target bonus percentage to establish the individual target award. The Compensation Committee may exercise further discretion to adjust the actual bonus paid to the individual executive officer based on his or her individual performance that impacted the Company’s overall performance.

For the 2013 performance year, the target bonuses as a percentage of base salary for our named executive officers were as follows:

For the 20132015 performance year, the annual incentive awards granted to our executive officers and other members of key management were based on their target bonuses, which arewere set based on competitive benchmarks, and the Committee’s assessment of overall Company performance. The Committee chose notperformance and each person’s unique contribution to adjust individual awards except in the case of Ms. Valentine’s 2013 award as noted below. This approach was taken to acknowledge and reinforce the importance of teamwork in addressing the unique set of performance challenges facing the Company in this cycle, which included limited staff and resources and the need to optimize cross-functional cooperation.Company’s overall performance.

In determining the annual incentive awards granted to our executive officers for the 20132015 performance year, our Compensation Committee noted the following key company accomplishments:

The incentive awards for 2013 performance for our named executive officers, with the exception of Ms. Valentine, were paid at 135% of target. In determining the 135% incentive award, ourOur Compensation Committee gave weight to the fact that these accomplishments were made in a challenging economic environment in which the management team was under substantial resource constraints, and that the accomplishments in 2013, especially the progress made towards the acquisition of 4-Antibody and the elimination of the convertible notes2015 were critical in repositioning the Company for future growth and the creation of stockholder value. Ms. Valentine’s awardvalue, especially the successful consummation of our global alliance with Incyte and the advancement of our CPM programs, including the successful IND filings for her 2013 performance was 185%antibodies targeting GITR and CTLA-4, which remain on track to commence clinical trials in the first half of target.2016, as well as the strengthening of our balance sheet through creative, non-dilutive transactions. The Compensation Committee believed it was important to differentiate Ms. Valentine’s award to recognize her substantial contributionsrange in individual awards reflects each executive officer’s unique contribution to the resolutionCompany’s overall performance. The table below shows the following for each of the convertible notesour named executive officers in 2015: target bonus (as a percentage of base salary), actual bonus received (as a percentage of base salary) and her leadership in the diligence review, negotiation and executionactual bonus received (as a percentage of the 4-Antibody acquisition.target).

2. Long-term Incentives.

Our long-term incentives consist of time-vesting and performance-vesting stock options, and restricted stock grants. Our stock options and restricted stock grants and performance shares. Performance shares reward performance and the achievement of key milestones that are designedimportant to align management’s performance objectives withour success. Stock options are performance-based because no value is created unless the interestsvalue of our stockholders because thesecommon stock appreciates after grant. We also grant stock options that 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 value to executives who remain employed during the vesting period of the award. Equity-based awards only confer value on management as stockholder value is realized.also support an ownership culture and thereby encourage our

executives to take actions that are best for the Company’s long-term success. Our Compensation Committee grants options and restricted stockequity incentives to our executives and employees generally to enable them to participate in long-term appreciation of our stockholder value, as well as to share the impact of any business setbacks, whether Company-specificsetbacks. 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.

Initial and Promotional Long-Term Incentive Grants:

The size of the initial long-term incentive grant made to executive officers upon joining the Company or industry-based. Additionally, through each grant’s vesting schedule, stock options and restricted stock provide a means of encouragingto current employees being promoted to executive officer positions is primarily based on competitive conditions applicable to the retention of key executives.

executive’s specific position. In June 2012,addition, the Compensation Committee approved grantsconsiders the number of restrictedshares of common stock underlying equity-based awards forowned by other executives in comparable positions within our Company executive officers and senior management team that vest only onhas, with the achievementassistance of key milestones. These awards were based upon guidelines recommended by the Compensation Committee’sits independent compensation consultant, Oyster Pond Associates. The weightingsestablished long-term incentive guidelines for these awards were based onspecified 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 judgment and its assessmentview, is appropriate for aligning the interests of our executives with those of our stockholders over the strategic importancelong term.

Market Comparisons:

We use a number of methodologies to make external comparisons when we determine the applicable milestone. The Compensation Committee believes thesenumber of options, restricted stock awards enhance the pay-for-performance characteristics of its long-term incentive strategy and provides even closer alignment with stockholder interests as the awards vest upon achievement of strategically important milestones.

For the June 2012 performance based restricted stock grant, 50% of the shares vest on the achievement of any one of the following performance milestones and 100% of the shares vest on the achievement of any two of the following performance milestones:to be granted to each executive. On an individual basis, we compare:

On a major collaboration or acquisition that advancestotal Company basis, we analyze:

We believe these comparisons provide important additional context for comparing the competitive level of our HSP product(s) or expands our product and/or technology portfolio.

Any portion ofequity-based compensation practices versus the grant not earned in that timeframe would be forfeited.market.

On June 13, 2013 the Compensation Committee vested 100% of the June 2012 grant based on (i) the timely completionUltimately, awards to executive officers are driven by their and enrollment in the Company’s Phase 2 trialperformance over time, their ability to impact our results that drive stockholder value, their level within the organization, their potential to take on roles of HerpVincreasing responsibility in our Company, and (ii) the restructuring of the Company’s 2006 convertible notes.

In June 2013, the Compensation Committee amended incentivecompetitive equity award levels for similar positions and organization levels in our peer companies. Equity awards are not granted automatically to our executive officers during 2012 in order for those awards to be delivered in cash or a combination of cash and stock at the election of the executive officer. The Compensation Committee took this action because our executive officers were subject to a “no sell” policy prohibiting the sale of shares to cover mandatory tax obligations triggered at the time the shares vested. In addition, in June 2013, the Compensation Committee granted our executive officers a one-time cash bonus to cover the tax obligationsexecutives on the vesting of the performance shares granted in 2012. The Compensation Committee took this action because of the “no sell” policy in place at the time the shares vested and, in their opinion, the executive team performed beyond expectations in the first half of 2013 as evidenced by the achievement of the performance milestones that triggered the vesting of the performance shares in less than twelve (12) months.an annual basis.

Certain Outstanding Awards:

In September 2013, the Compensation Committee approved grants of stock options to the Company’s executive officers and the senior management team that vest only on the achievement of key milestones. These awards were based upon guidelines recommended by the Compensation Committee’s independent compensation consultant, ISP.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 enhanceenhanced the pay-for-performance characteristics of itsthe Company’s long-term incentive strategy and provide even closer alignmentwere aligned with stockholder interests as the awards vestvested upon achievement of strategically important milestones.

For the September 2013 stock option grant,grants, one-third of the options vestvested on the achievement of any of the followingseven performance milestones two-thirds oflisted below, such that the shares vest on the achievement of any two of the following performance milestones and 100% of the shares vest on the achievement ofoptions would be fully vested if any three of the followingseven performance milestones: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-year anniversary of the grant date would be forfeited. The milestones were as follows:

On June 25, 2014, the Compensation Committee vested one-third of the September 2013 grant based on the completion of the acquisition 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% of each grant vests on the achievement 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 2013 stock option grants haveMilestone Portion of each grant is subject to a term of three years. Any30 months, such that any portion of the Milestone Portion of each grant that is not earned in that timeframevested before the 30-month anniversary of the grant date will be forfeited. The performance milestones are as follows:

In addition, in conjunction