| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 27, 2020, the Board of Directors (the “Board”) of Agenus Inc. (the “Company”) elected Paul N. Clark to become a director of the Company. Mr. Clark was elected as a Class III director with an initial term that expires at the Company’s annual meeting of stockholders in 2021, and he will serve on the Executive Committee of the Board (the “Executive Committee”).
Mr. Clark has significant experience in the pharmaceutical and biotechnology industries including considerable experience as a public company director. Mr. Clark has served as a director of Keysight Technologies, Inc. since its inception in 2014, as lead director since November 2019, and he currently chairs its Nominating and Corporate Governance Committee. Mr. Clark has also served as a director of Agilent Technologies, Inc. since 2006, and he currently chairs its Audit and Finance Committee. Mr. Clark was a Strategic Advisory Board member of Genstar Capital LLC (“Genstar”) from August 2007 to December 2016 and was an Operating Partner from August 2007 to January 2013. Genstar is a middle market private equity firm which focuses on investments in selected segments of life sciences and healthcare services, industrial technology, business services and software. Prior to that, Mr. Clark was the Chief Executive Officer and President of ICOS Corporation, a biotherapeutics company, from June 1999 to January 2007, and the Chairman of the Board of Directors of ICOS from February 2000 to January 2007. From 1984 to December 1998, Mr. Clark worked in various capacities for Abbott Laboratories, a health care products manufacturer, retiring from Abbott Laboratories as Executive Vice President and a board member. His previous experience included senior positions with Marion Laboratories, a pharmaceutical company, and Sandoz Pharmaceuticals (now Novartis Corporation), a pharmaceutical company. Mr. Clark received a Bachelor of Arts degree in finance from the University of Alabama and a Masters in Business Administration from Dartmouth College. The Board has deemed that Mr. Clark is a highly qualified candidate to serve on the Board.
In connection with his election to the Board, Mr. Clark was granted an option to purchase 100,000 shares of the Company’s common stock pursuant to the Company’s 2019 Equity Incentive Plan and the Company’s non-employee director compensation program. The option has a per-share exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant and a 10-year term, and it vests over three years in equal annual installments (provided Mr. Clark maintains a service relationship with the Company through each such vesting date). In connection with his appointment to the Executive Committee, Mr. Clark was also granted a restricted stock unit award for 11,786 shares of the Company’s common stock, which vests entirely on the one-year anniversary of the grant date. As a non-employee director, Mr. Clark will also receive cash and additional equity compensation paid by the Company pursuant to its non-employee director compensation program. There are no arrangements or understandings between Mr. Clark and any other person pursuant to which Mr. Clark was selected as a director, and there are no transactions between Mr. Clark and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On August 31, 2020, the Company issued a press release announcing Mr. Clark’s appointment to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
