Steven O’Day
AGENUSAbout Steven O’Day
Steven J. O’Day, M.D., age 64, has served as Agenus’s Chief Medical Officer since January 2021; he is a pioneer in CTLA‑4 inhibition and has been principal investigator in more than 200 clinical trials. He earned his M.D. from Johns Hopkins (1988), B.A. in Chemistry from Williams College (1983), and completed an oncology fellowship at Dana‑Farber/Harvard Cancer Center . Company performance context during his tenure includes an FDA End‑of‑Phase 2 meeting that advised against accelerated approval for BOT/BAL based on current response data, delaying commercialization , a reported net loss of $232.3M in 2024 , and cumulative TSR of $3.37 on an initial $100 investment as of 2024 (Nasdaq Biotech Index peer at $113.84) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| John Wayne Cancer Institute at Providence Saint John’s Health Center | Director of Immuno‑Oncology and Director of Clinical Research | 2015–2020 | Led IO programs; principal investigator in 200+ trials advancing checkpoint science into clinic |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dana‑Farber/Harvard Cancer Center | Medical oncology fellowship | N/A | Advanced oncology expertise foundational to Agenus’s immuno‑oncology programs |
Fixed Compensation
Multi‑year cash compensation and target bonus:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 572,423 | 590,480 | 594,880 |
| Target Bonus (% of salary) | N/A | N/A | 50% |
| Annual Bonus ($) | 286,000 | 371,800 (paid in options in Jan‑2024; details below) | — (postponed; no payout determined/paid as of Apr 30, 2025) |
Notes:
- 2024 base salaries were held flat vs 2023; O’Day remained at $594,880 .
- 2024 bonuses for all NEOs were postponed due to financial position; no payouts determined or paid as of proxy filing .
Performance Compensation
Equity awards (2024 activity)
| Grant Date | Vehicle | Shares/Options (#) | Exercise Price ($) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Jan 16, 2024 | Stock option (annual) | 10,000 | 12.26 | 1/3 on Jan 16, 2025; then 8 equal quarterly installments | 131,100 |
| Jan 16, 2024 | Stock option (2023 bonus in options) | 37,907 | 12.26 | 50% on Jun 27, 2024; 50% on Sep 27, 2024 | 496,961 |
| Nov 14, 2024 | Stock option (one‑time retention) | 50,000 | 2.77 | 100% on Nov 15, 2025 | 107,000 |
Additional context:
- Company emphasized equity to conserve cash; all 2024 options for NEOs were underwater as of Apr 24, 2025 with stock at $2.82 .
- No option exercises by NEOs in 2024; O’Day had no stock awards vest in 2024 .
Annual incentive framework (2024)
| Element | Details |
|---|---|
| Target | 50% of base salary |
| Metrics | Company strategic goals (BLA preparation for 3L MSS CRC; BOT/BAL supply; build commercial infra; complete/enroll key trials; EOP2 interaction; strategic transaction/investor base expansion) |
| Weighting | No fixed formula/weighting; committee evaluates goals holistically |
| Payout | Postponed; none determined/paid as of filing |
| Vesting | N/A |
Policy levers:
- Clawback: Recoupment policy covering current/former executive officers in event of accounting restatement (Dodd‑Frank compliant) .
- Hedging: Securities Trading Policy prohibits short sales, options, and hedging without pre‑approval; no executive sought hedging approval as of filing .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Issued shares owned | 13,619 shares |
| Shares issuable within 60 days | 72,028 shares |
| Total beneficial ownership | 85,647 shares |
| Shares outstanding (Record Date) | 21,171,658 |
| Ownership as % of outstanding | ~0.4% (85,647 / 21,171,658) |
| Options – selected status at 12/31/24 | Exercisable: 15,000 @ $64.60; 6,871 @ $64.40 (629 unexercisable); 6,648 @ $49.00 (3,352 unexercisable); 37,907 @ $12.26; Unexercisable: 10,000 @ $12.26; 50,000 @ $2.77 (retention) |
| 2024 options in‑the‑money? | Underwater as of Apr 24, 2025 (stock $2.82 < exercise prices), implying zero intrinsic value; near‑term selling pressure from vested options is limited |
| Insider exercises in 2024 | None by NEOs |
| Pledging | Not disclosed; Trading Policy addresses hedging/derivatives but does not state pledging exceptions |
Potential supply event: 50,000‑share retention option vests 100% on Nov 15, 2025, creating a discrete potential liquidity window thereafter (subject to trading windows) .
Employment Terms
| Scenario | Cash Severance | Bonus | Health Benefits | Outplacement | Equity | Other |
|---|---|---|---|---|---|---|
| Termination without cause or salary reduction (no change of control) | 12 months base salary ($594,880) | Lump sum = higher of target or last actual bonus (e.g., $371,800 per SCT 2023; target 50%) | Company‑paid medical/dental for 12 months | $15,000 (gross‑up for taxes on outplacement) | No automatic acceleration (outside CoC); 50% accelerates on a CoC event itself | 12‑month non‑compete; non‑solicit for ≥12 months or duration of severance |
| Change of control: termination within 18 months (double‑trigger) | Lump sum = 18 months base salary ($892,320) | 150% of higher of target or last actual bonus ($557,700 shown) | Company‑paid medical/dental for 18 months | $15,000 (gross‑up for taxes on outplacement) | Full acceleration of all unvested options/RS | Payments automatically cut to avoid 280G excise tax (no excise gross‑up) |
Estimated totals (proxy methodology; assumes 12/31/24 stock price $2.74 and underwater options): $1,001,726 (no CoC) and $1,493,966 (with CoC and termination), with equity acceleration valued at $0 given strike prices above $2.74 .
Compensation Committee Analysis
- Independent Compensation Consultant: Aon Radford; committee determined independence and no conflicts in 2024 .
- Peer benchmarking: Uses Radford Global Life Sciences Survey and a bespoke biotech peer group, targeting ~50th percentile for target total compensation .
- Pay mix shifts: 2024 emphasized equity/options to preserve cash amidst FDA feedback, SEC investigation and shareholder litigation; 27% of 2024 NEO option grants were underwater at the April 24, 2025 close ($2.82) .
- One‑time retention options: Granted Nov 14, 2024 (O’Day: 50,000 @ $2.77) fully vesting 11/15/2025 .
Performance & Track Record
- Regulatory and clinical: FDA at EOP2 advised against accelerated approval based solely on current response data in 3L MSS CRC, delaying commercialization plans .
- Financials and TSR: Net loss of $232.3M in 2024; cumulative TSR of $3.37 on $100 (peer index $113.84) as of 2024; prior years also reflect significant losses and underperformance vs peers .
- Company commentary: BOT/BAL demonstrated “robust clinical activity” in historically IO‑resistant MSS tumors across studies (ASCO GI 2025/ESMO 2024), with expanding neoadjuvant exploration; however, acceleration path remains uncertain after FDA guidance .
- Public remarks: O’Day has articulated the strategy to push earlier‑line and neoadjuvant settings based on observed deep, durable responses, aligning trial designs to broaden benefit and accelerate survival impacts (investor/transcript content) .
Selected pay-versus-performance datapoints:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Loss ($) | (230,655,670) | (257,437,042) | (232,271,210) |
| TSR ($ of $100 since 2019) | 58.97 | 20.39 | 3.37 |
Investment Implications
- Alignment: O’Day’s 2024 compensation skewed toward equity with time‑vested options; all 2024 grants are underwater as of the proxy record date, limiting near‑term monetization and aligning upside with share recovery, but provides limited performance linkage given absence of PSUs or explicit financial targets .
- Retention and supply risk: A 50,000‑share one‑year cliff retention option vests 11/15/2025—watch that date for potential incremental insider supply; broader 2024 option underwater status may dampen selling pressure before share recovery .
- Contract economics: Severance is moderate ex‑CoC (12 months salary + 1x bonus); double‑trigger CoC terms (18 months salary + 1.5x bonus + full acceleration) could incrementally raise deal costs but include 280G cutback; 12‑month non‑compete supports retention .
- Governance safeguards: Dodd‑Frank‑compliant clawback and anti‑hedging policy mitigate risk of incentive misalignment; pledging not disclosed .
- Execution risk: FDA’s stance against accelerated approval and ongoing litigation/SEC investigation increase regulatory and financing risk; management’s equity‑heavy pay and postponed cash bonuses reflect cash preservation amid delay, heightening dependence on clinical catalysts to unlock value .
