Brian Corvese
AGENUSAbout Brian Corvese
Independent director at Agenus since 2007; age 67. President and Founder of Vencor Capital since 1999, with prior roles at Soros Fund Management (Managing Director/partner), Chancellor Capital Management (partner/PM, 1988–1996), and Drexel Burnham Lambert (equity analyst, 1981–1988). Degrees in finance and political science from University of Rhode Island; attended NYU Graduate School. Brings “over 30 years” of financial, business, and governance experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vencor Capital | President & Founder | Since 1999 | Leads private equity investing in telecom/tech in Middle East and Mediterranean |
| Soros Fund Management | Managing Director & Partner | Not disclosed | Investments in U.S. and global equity markets |
| Chancellor Capital Management | Partner; Portfolio Manager (basic industries, restructurings, special situations, corp. governance) | 1988–1996 | Founded/managed hedge fund within firm |
| Drexel Burnham Lambert | Equity Analyst (chemicals/specialty chemicals) | 1981–1988 | Participated in numerous M&A; part of top-ranked research team by Institutional Investor |
External Roles
| Organization | Role | Nature |
|---|---|---|
| MiNK Therapeutics, Inc. | Director | Affiliate of Agenus; publicly traded |
| National Telecommunications Corporation (Cairo, Egypt) | Director | Non-U.S. telecom company |
| Protagenic Therapeutics (affiliate of Agenus) | Director | Affiliate role noted; based in Ontario, Canada |
Board Governance
- Independence: Board determined Mr. Corvese is independent under Nasdaq rules; independence reviewed annually considering related-party transactions and potential conflicts .
- Committee assignments and roles (current): Compensation Committee (Chair); Corporate Governance & Nominating Committee (member); Executive Committee (Chair) .
- Board attendance: In 2024, each director except one (who resigned) attended at least 75% of Board and committee meetings; the Board met 11 times and acted by written consent 10 times .
- Executive sessions of independent directors: 11 held in 2024 .
- Years of service: Director since 2007 (Class I; nominated for re-election in 2025 for term expiring 2028) .
- Lead Independent Director: Timothy R. Wright; also chairs Corporate Governance & Nominating Committee .
Committee Summary
| Committee | Role |
|---|---|
| Compensation Committee | Chair |
| Corporate Governance & Nominating | Member |
| Executive Committee | Chair |
Fixed Compensation (Director)
| Component | Amount/Policy |
|---|---|
| 2024 Fees Earned or Paid in Cash (Agenus) | $202,500 |
| 2024 All Other Compensation (consulting retainer) | $60,000 |
| Consulting agreement terms | $10,000 per month up to $120,000/year; agreement terminated June 2024 |
| 2024 Standard director cash retainers (policy) | Annual retainer $75,000; Lead Director +$20,000; Audit Chair +$20,000; Audit member +$10,000; Compensation Chair +$20,000; Compensation member +$10,000; Governance Chair +$15,000; Governance member +$7,500; Executive Committee Chair +$160,000; Executive Committee member +$20,000; Meeting fee over 10/year $1,500 per meeting |
Notes
- Directors may defer cash under the Directors’ Deferred Compensation Plan (DDCP); encouraged to defer 25% into an equity account .
- Directors are encouraged to hold 500 shares of Agenus common stock within a reasonable period .
Performance Compensation (Director)
| Component | 2024 Amount / Detail |
|---|---|
| Option Awards (grant-date fair value) | $156,308 |
| Stock Awards (grant-date fair value) | $71,500 (includes RSUs of Agenus’s subsidiary MiNK Therapeutics per policy footnote) |
| Aggregate Agenus options held at 12/31/2024 | 59,645 options |
| Additional annual stock option grant for Executive Committee (policy) | 4,000 options for Executive Committee service (policy level) |
Other Directorships & Interlocks
| Company | Status | Interlock/Notes |
|---|---|---|
| MiNK Therapeutics, Inc. | Public affiliate of Agenus | Agenus has majority ownership; Affiliate Transactions Committee of Agenus (comprised of independent directors) evaluates and negotiates material conflict matters with MiNK |
| Protagenic Therapeutics | Affiliate noted | Director role; affiliate relationship noted in bio |
| National Telecommunications Corporation (Cairo) | Non-U.S. | Director role |
- Compensation Committee Interlocks: None; no member of the Compensation Committee (including Mr. Corvese) was an officer/employee of Agenus in 2024, and no executive officer of Agenus served on another entity’s compensation committee where that entity’s executive served as an Agenus director .
Expertise & Qualifications
- Capital markets and governance investor: Multi-decade investing background (Soros, Chancellor, hedge fund founder/manager); corporate governance investment experience .
- Operational/analytical background: Equity analyst in chemicals at Drexel; M&A participation; Institutional Investor-ranked research team experience .
- Education: Finance and political science degrees (University of Rhode Island); attended NYU Graduate School .
Equity Ownership (Agenus)
| Metric | Amount |
|---|---|
| Shares owned (issued) | 4,604 |
| Shares issuable within 60 days (e.g., options) | 59,204 |
| Total beneficial ownership | 63,808 |
| Ownership as % of outstanding | Less than 1% |
Guidelines and Pledging/Hedging
- Board policy encourages directors to hold at least 500 shares (Mr. Corvese’s issued holdings exceed this). Securities Trading Policy prohibits certain transactions (e.g., short sales, options) and hedging without pre-approval; no specific disclosure of any pledged Agenus shares by Mr. Corvese was noted in the proxy .
Governance Assessment
Positive indicators
- Independent status with extensive financial and governance experience; serves as Compensation Committee Chair with an independent external consultant (Aon Radford) deemed independent and without conflicts in 2024 .
- Robust independent director processes: 11 executive sessions in 2024 and a designated Lead Independent Director .
- Affiliate conflict mitigation: Dedicated Affiliate Transactions Committee for MiNK-related matters (Mr. Corvese not listed as a member), acknowledging and managing structural conflicts with a majority-owned affiliate .
Watch items / potential red flags
- Related-party history: Paid consulting retainer as a sitting director (up to $120,000/year), though agreement was terminated in June 2024; 2024 “All Other Compensation” shows $60,000 .
- Compensation structure: Significant incremental retainer for Executive Committee Chair ($160,000 policy) and associated option grant may increase overall director pay concentration tied to committee leadership; investors often scrutinize outsized committee retainers relative to scope .
- Affiliate equity exposure: Director stock awards for non-employee directors include RSUs in MiNK Therapeutics (subsidiary), which can introduce perceived alignment/independence considerations in oversight of affiliate dealings (though oversight is assigned to a separate independent committee) .
Attendance and engagement
- Met minimum attendance threshold (≥75%) along with other continuing directors; 11 board meetings and 10 written consents in 2024 signal active cadence .
Director compensation mix and alignment (2024)
- Cash fees: $202,500; All Other (consulting): $60,000; Option awards: $156,308; Stock awards: $71,500; Total: $490,308 .
- Ownership: 63,808 total beneficial shares; less than 1% of outstanding; issued holdings above the guideline of 500 shares .
Related-party/Conflict disclosures
- Consulting agreement with Agenus (amended across 2022–2024) with non-solicitation, nondisparagement, confidentiality covenants; terminated June 2024 .
- MiNK affiliation: Agenus majority ownership and director service at MiNK; Affiliate Transactions Committee chartered in 2023 to manage conflicts .
DIRECTOR COMPENSATION DETAIL (Reference)
| Item | Amount/Notes |
|---|---|
| 2024 Director Compensation – Brian Corvese | Fees $202,500; Options $156,308; Stock $71,500; All Other $60,000; Total $490,308 |
| Director Option Holdings @ 12/31/2024 | 59,645 options (aggregate) |
| Policy Retainers (selected) | Annual $75,000; Comp Chair +$20,000; Governance member +$7,500; Executive Committee Chair +$160,000; Exec Committee member +$20,000; Meeting fee >10: $1,500 each |
Executive/Committee context
- Compensation Committee composition in 2024: Corvese (Chair), Wright, Hirsch; external advisor Aon Radford deemed independent with no conflicts .
- Corporate Governance & Nominating Committee includes Wright (Chair), Corvese, Harrison (appointed after Wiinberg resignation) .
- Executive Committee: Board-listed role for Mr. Corvese as Chair .
Overall, Mr. Corvese brings deep capital markets and governance expertise and holds key board leadership roles (Compensation Chair; Executive Committee Chair). The prior director consulting arrangement (terminated mid-2024), combined with meaningful Executive Committee retainers and affiliate board service (MiNK), are notable governance considerations that investors may monitor alongside the company’s use of an independent compensation consultant and the establishment of an Affiliate Transactions Committee to mitigate conflicts .
