Jennifer Buell

About Jennifer Buell

Jennifer Buell, Ph.D., age 51, is a Class II director of Agenus (director since 2024) and serves as Chairman of the Executive Council of Agenus (since 2023). She is also President & CEO of MiNK Therapeutics (a majority-owned subsidiary of Agenus) since 2021. She holds a Ph.D. in Cellular, Biochemical, and Molecular Biochemistry and an M.S. in Biostatistics from Tufts University and has 27+ years of biopharma experience spanning discovery through commercialization .

Past Roles

External Roles

Board Governance

• Classification and term: Class II director; term to expire at 2026 Annual Meeting .
• Independence: Not independent (Agenus employee as Chairman of Executive Council) .
• Committee assignments: Not listed as a member of Audit & Finance, Compensation, Corporate Governance & Nominating, or Affiliate Transactions committees in 2024 rosters .
• Attendance: In 2024, all directors other than one who resigned met the ≥75% attendance threshold for Board and applicable committees; Buell joined mid-year and is included in this compliance statement .
• Executive sessions: Independent directors held eleven executive sessions in 2024 .
• Lead Independent Director: Timothy R. Wright (also CG&N Chair) .

Fixed Compensation

Director retainer schedule for reference:

• Lead Director: +$20,000; Audit Chair: +$20,000; Audit member: +$10,000; Compensation Chair: +$20,000; Compensation member: +$10,000; CG&N Chair: +$15,000; CG&N member: +$7,500; Executive Committee Chair: +$160,000; Executive Committee member: +$20,000 .

Performance Compensation

• No performance-based Board compensation (e.g., PSUs) disclosed for Buell as a director in 2024; she received no additional Board fees or equity for Board service in 2024 .
• Company equity program governance (for context): minimum one-year vesting, no discounted options, no repricing without shareholder approval; prohibition on dividends on unvested awards; limits on non-employee director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Scientific and clinical development expertise; senior operating leadership across discovery to commercialization; quantitative training (Biostatistics) .
• Governance/strategy experience as former Agenus President & COO and current executive leadership roles .

Equity Ownership

Additional alignment and policy context:

• Board guideline encourages directors to hold 500 shares; Buell’s issued holdings exceed this threshold .
• Trading policy restricts derivatives/hedging without pre-approval; broader plan/policy frameworks also reference limitations on hedging and pledging .

Governance Assessment

• Independence and committee workload: Buell is not independent owing to her executive role at Agenus, and is not listed on key oversight committees (Audit, Compensation, CG&N). This avoids independence conflicts at committee level, but consolidates influence at the full Board level where she serves as an insider director .
• Affiliate conflict management: Her dual role as MiNK CEO presents related-party risk. The Board instituted an Affiliate Transactions Committee of independent, MiNK-disinterested directors to evaluate and negotiate AGEN–MiNK dealings; extensive intercompany arrangements (services allocations ~$1.1m in 2024; AGEN-owned $5.0m MiNK convertible note) heighten the importance of this safeguard .
• Engagement/attendance: Board met 11 times in 2024; directors (except one who resigned) met attendance thresholds; independent directors held 11 executive sessions—positive indicators of engagement and independent oversight rhythm .
• Shareholder sentiment: 2024 say‑on‑pay received 8,811,608 for vs 1,193,315 against (272,010 abstain; 4,186,336 broker non‑votes), indicating broad support; company determined to conduct say‑on‑pay annually per meeting outcomes .
• Company-level red flags to monitor (Board oversight relevance):
  • One-time option exchange/“repricing” proposal in 2025 (equal-for-equal replacement at current FMV) includes eligibility for executives and non-employee directors—potential dilution and incentive reset; requires careful committee execution and disclosure .
  • SEC investigation and shareholder litigation disclosed in CD&A context; underscores regulatory/compliance risk and the need for rigorous Audit & Finance Committee oversight .
  • Presence of 280G excise tax gross-up in CEO severance (not Buell-specific) is a shareholder‑unfriendly feature that the Board/Comp Committee may face pressure to modernize over time .

Related-Party Exposure (Company Context)

• MiNK Therapeutics: Agenus owns 55%; service allocations ($1.1m in 2024), outstanding intercompany receivable ($13.4m at 12/31/24 deferred), and a $5.0m 2% convertible note to Agenus (effective interest 15% at 12/31/24). Affiliate Transactions Committee oversees MiNK-related matters .
• Family relationship disclosed at company (CEO’s son employed), reviewed under related-party policy; not connected to Buell .

Say‑on‑Pay & Shareholder Feedback (Most recent disclosed)

Director Compensation (2024 Snapshot)

Policy note: Directors may elect to defer cash compensation into stock or interest-bearing accounts via DDCP; eligibility excludes employee-directors (Buell) .

Key Implications for Investors

• Alignment and oversight: Buell brings deep operating/scientific expertise and internal continuity. Her non-independence and dual‑hat role at MiNK require robust use of the Affiliate Transactions Committee and clear recusal practices on intercompany matters to preserve confidence .
• Engagement indicators are solid (attendance, executive sessions), and shareholder support for pay remains high, but 2025’s option exchange and prior-year regulatory headwinds elevate governance scrutiny and compensation risk optics. Close monitoring of committee disclosures and outcomes is warranted .