Christine Klaskin
AGENUSAbout Christine Klaskin
Christine M. Klaskin, 59, is Vice President of Finance at Agenus; she joined Agenus in 1996 and has served as VP Finance since October 2006. She previously was an audit manager at Arthur Andersen and holds a Bachelor of Accountancy from The George Washington University; she has been involved in all Agenus equity and debt offerings including the IPO and also serves as Treasurer of MiNK Therapeutics, Inc. . Company TSR during her recent tenure has been volatile; the “Pay Versus Performance” disclosure shows an initial $100 investment was worth $78.13 (2020), $79.12 (2021), $58.97 (2022), $20.39 (2023), and $3.37 (2024), reflecting significant share price pressure in 2023–2024 .
| Company TSR ($ per $100 invested) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value at fiscal year-end | 78.13 | 79.12 | 58.97 | 20.39 | 3.37 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agenus Inc. | Finance Manager → VP Finance | Finance Manager since 1996; VP Finance since Oct 2006 | Led finance across equity and debt offerings including IPO; corporate finance stewardship |
| Arthur Andersen | Audit Manager | Pre-1996 | External audit expertise, controls, reporting rigour |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MiNK Therapeutics, Inc. (subsidiary) | Treasurer | Not specified | Treasury oversight; supports subsidiary capital strategy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 287,178 | 296,239 | 298,224 |
| Target Bonus (% of salary) | Not disclosed | Not disclosed | 35% |
| Actual Annual Bonus ($) | 86,026; paid as fully vested Agenus stock in 2023 per bonus-in-stock program | 104,378; paid via stock options (non-cash) in lieu of cash | Postponed; none determined/paid as of proxy date |
For 2024, the Compensation Committee postponed bonus determinations given financial position; no bonus paid as of April 30, 2025 .
Performance Compensation
| Metric/Vehicle | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Incentive (Company goals) | No formal weighting; Committee discretion | Transform to commercial biotech by end-2025: BLA prep for 3L MSS CRC; secure BOT/BAL supply; build commercial infra; Phase 2 enrollments; NSCLC study; strategic transaction | Progress on trials and supply; FDA at EOP2 advised against accelerated approval based on current response data, delaying commercialization | Postponed decision; no payout as of proxy date | N/A |
| 2023 Bonus (paid in options) | N/A | N/A | N/A | Options in lieu of cash (~10,642 options at $12.26 exercise price for Klaskin) | 50% vested 06/27/2024; 50% vested 09/27/2024 |
| Retention Option (Nov 2024) | N/A | Retain key talent through 2025 | Granted 10,000 options at $2.77 exercise price | N/A | 100% vest on 11/15/2025, subject to continued service |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares outstanding (record date) | 21,171,658 |
| Klaskin beneficial ownership: issued shares | 7,696 |
| Klaskin beneficial ownership: shares issuable (within 60 days) | 49,540 |
| Total beneficial ownership | 57,236 |
| Ownership as % of shares outstanding | <1% (Company disclosure) |
| Hedging/Pledging | Company policy prohibits hedging and derivatives without pre-approval; no executive sought/obtained consent as of date |
| Options underwater status | All stock options granted to NEOs in 2024 are underwater vs $2.82 close on Apr 24, 2025; exercise prices exceed market |
Selected outstanding equity awards (Christine M. Klaskin):
- 10,642 options at $12.26 (2023 bonus-in-options), exercisable; exp. 01/16/2034
- 6,250 options at $12.26, unexercisable; exp. 01/16/2034; vests 1/3 on 01/16/2025 then eight quarterly installments
- 3,125 options at $13.25, unexercisable; exp. 01/26/2034; vests 1/3 on 01/26/2025 then eight quarterly installments
- 10,000 options at $2.77, unexercisable; exp. 11/14/2034; vests 100% on 11/15/2025
Employment Terms
| Provision | Term |
|---|---|
| Agreement type | Change-in-control agreement (no employment agreement) |
| Single-trigger (at change of control) | 100% of performance shares vest; 50% of unvested options/restricted stock vest/become exercisable at change of control |
| Double-trigger severance (CoC + qualifying termination within 18 months) | Lump sum: 18 months base salary + 150% of higher of target or last actual bonus; 18 months medical/dental; $15,000 outplacement; tax gross-up on outplacement; full acceleration of unvested options/RS at termination |
| Estimated cash severance (Dec 31, 2024 assumption) | Base $447,336; Bonus $156,568; Perqs/benefits $18,641; Total $622,545 (equity acceleration valued at $0 given underwater status at $2.74) |
| Non-compete / Non-solicit | Not expressly disclosed for Klaskin; agreement summary focuses on severance and vesting |
| Clawback policy | Dodd-Frank compliant executive incentive compensation recoupment policy adopted June 2023 (restatement-triggered clawback) |
Compensation Structure Details
| Grant | Date | # Options | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual grant | 01/16/2024 | 6,250 | $12.26 | $81,938 | 1/3 on 01/16/2025; then eight quarterly installments |
| Additional grant | 01/26/2024 | 3,125 | $13.25 | $40,438 | 1/3 on 01/26/2025; then eight quarterly installments |
| 2023 bonus-in-options | 01/16/2024 | 10,642 | $12.26 | $139,517 | 50% 06/27/2024; 50% 09/27/2024 |
| One-time retention | 11/14/2024 | 10,000 | $2.77 | $21,400 | 100% vest on 11/15/2025 |
Governance and Committee Oversight
- Compensation Committee: Independent directors; members in 2024 were Brian Corvese (Chair), Timothy Wright, Susan Hirsch (appointed June 2024); retained Aon Radford, determined independent with no conflicts .
- Peer benchmarking: Aon Radford survey + custom peer proxy benchmarking; peer group refreshed for 2024 to maintain alignment with size and stage .
- Compensation philosophy: Emphasis on equity to conserve cash and align with long-term value; 2024 program deviated given SEC investigation, shareholder litigation, and FDA guidance delaying commercialization; 2024 NEO bonuses postponed .
Performance & Track Record
- 2024–early 2025 execution: Progress across BOT/BAL programs; FDA agreed dosing at EOP2 but advised against accelerated approval based on current response data, delaying commercialization timeline .
- Resource constraints: Management emphasized equity compensation; noted 27% of 2024 NEO options underwater as of Apr 24, 2025 (Agenus close $2.82) .
- SEC and litigation context: Company faced an SEC investigation and shareholder litigation in 2024–2025 period, influencing compensation structure .
Investment Implications
- Alignment and retention: Klaskin’s compensation is predominantly equity-linked; the 11/15/2025 single-vintage retention option at $2.77 creates a near-term vesting catalyst that may modestly increase selling pressure if shares trade above strike, but overall 2024 grants were underwater as of Apr 24, 2025, limiting immediate realizable value .
- Change-of-control economics: Single-trigger partial vesting at CoC plus double-trigger cash severance (18 months base + 150% of bonus) and full acceleration upon termination increases potential payout sensitivity to M&A; however, underwater options reduce equity acceleration value at low share prices .
- Clawback and hedging controls: The Dodd-Frank-compliant clawback and strict hedging policy lower governance risk around incentive pay outcomes and alignment .
- Execution risk: The FDA’s stance against accelerated approval and ongoing legal processes elevate operational and financing risk; equity-heavy pay shifts risk-sharing toward management but may challenge retention if share price weakness persists .
