Susan Hirsch
AGENUSAbout Susan Hirsch
Independent director of Agenus since 2020, age 72, with 40+ years in investment management and finance; qualifies as an audit committee financial expert and holds a BS in Accounting from Brooklyn College . Currently serves on the Audit and Finance Committee and (since June 2024) the Compensation Committee; also served on the Affiliate Transactions Committee in 2024 to oversee MiNK-related conflicts as Agenus’ majority-owned affiliate . The Board has determined she is an independent director under Nasdaq rules . In 2024, each director other than a departing director attended at least 75% of Board and applicable committee meetings; independent directors held 11 executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen (TIAA) | Managing Director & Portfolio Manager; managed >$20B incl. TIAA‑CREF Large‑Cap Growth Fund ($6.6B) | 2005–Feb 2021 | Investment and financial expertise; audit committee financial expert qualification |
| Jennison Associates | EVP & Portfolio Manager (Mid‑Cap Growth, Technology Sector) | Prior to 2005 | Senior portfolio leadership |
| Lehman Brothers Global Asset Mgmt; Delphi Asset Mgmt | Investment management roles; Senior PM, Selected Growth Stock Portfolio | Not disclosed | Institutional asset management experience |
| Smith Barney; Lehman Brothers (sell‑side) | Analyst; top‑ranked Institutional analyst (small cap growth) | 1991–1993 recognition | Quantitative model success; capital markets expertise |
Board Governance
| Committee | Role | Noted Details |
|---|---|---|
| Audit and Finance Committee | Member | Served throughout 2024; committee oversees financial reporting, auditor independence, risk management, related‑party transactions; meets privately with auditors and management; audit committee financial expert on committee (chair Harrison) |
| Compensation Committee | Member | Appointed June 2024; committee comprises independent directors; retains independent advisor (Aon Radford) with no conflicts in 2024 |
| Affiliate Transactions Committee | Member | Independent, disinterested committee established to evaluate/approve MiNK‑related transactions given Agenus’ majority ownership; Hirsch and Wright served during 2024 |
- Independence: Board determined Hirsch is independent; independence reviews consider related party relationships; independent directors held 11 executive sessions in 2024 .
- Attendance: In 2024, each director other than Allison Jeynes‑Ellis (who resigned) attended at least 75% of Board and committee meetings; Board met 11 times .
- Lead Independent Director: Timothy Wright serves as Lead Director and chairs Corporate Governance and Nominating; independent oversight structure includes executive sessions and CEO evaluation .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 85,000 | 90,000 |
| Stock Awards ($) | — | — |
| Total ($) | 242,000 | 138,950 |
- Director compensation framework (selected elements): Annual retainer $75,000; committee member retainers (Audit $10,000; Compensation $10,000; Governance $7,500); meeting fee $1,500 for meetings >10/year; initial option grant 7,500 options; annual option grant 5,000 options; exec committee fees per policy .
Performance Compensation
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Option Awards (Grant Date Fair Value, $) | 157,000 | 48,950 |
| Aggregate Stock Options Held at Year‑End (#) | 20,000 (as of 12/31/2023) | 25,000 (as of 12/31/2024) |
- Vesting mechanics (policy): Annual non‑employee director stock option grants vest entirely on the earlier of one year from grant or the next annual stockholder meeting, subject to continued service .
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported for 2024; no member of the Compensation Committee was at any time during 2024 an officer/employee of Agenus; no Agenus executive served as a director/compensation committee member of another entity while that entity’s executive served on Agenus’ Board/Compensation Committee .
Expertise & Qualifications
- Audit committee financial expert; deep investment, capital markets, and portfolio management background spanning >40 years .
- Education: BS in Accounting, Brooklyn College .
- Recognized top‑ranked small cap growth analyst (1991–1993) in prior sell‑side career .
Equity Ownership
| Metric | 2024 (as of Apr 17, 2024) | 2025 (as of Apr 24, 2025) |
|---|---|---|
| Issued Shares | 5,936 | 5,936 |
| Shares Issuable (options/deferred within 60 days) | 24,789 | 41,206 |
| Total Beneficial Ownership (shares) | 30,725 | 47,142 |
| Percent of Class | <1% | <1% |
| DDCP Deferred Shares Included (footnote) | 4,789 deferred shares | 16,206 deferred shares |
- Ownership guidelines: Board policy encourages directors to hold 500 shares; DDCP allows/encourages deferral of cash retainers into equity units; Hirsch’s issued holdings exceed the 500‑share guideline .
- Hedging/derivatives policy: Company’s Code and Securities Trading Policy prohibit trading while in possession of MNPI and prohibit certain transactions (e.g., buying/selling derivative securities) without pre‑approval; applicable to directors .
Governance Assessment
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Strengths:
- Independent director with audit committee financial expertise; active on Audit & Finance and Compensation Committees; membership on independent Affiliate Transactions Committee directly addresses potential conflicts with majority‑owned MiNK .
- Attendance and engagement: Board met 11 times; all continuing directors (including Hirsch) met the 75% attendance threshold; 11 independent director executive sessions underscore robust independent oversight .
- Ownership alignment: Personal share ownership and participation in DDCP indicate alignment; policy encourages equity deferral, and Hirsch’s issued holdings exceed the 500‑share guideline .
-
Watch items:
- Director pay mix varies year‑to‑year given option grant values (e.g., $157k in 2023 vs $49k in 2024); while within policy, investors should monitor equity grant calibrations vs time commitment and committee scope .
- Related‑party context: Given Agenus’ majority ownership of MiNK, continued vigilance by the Affiliate Transactions Committee (of which Hirsch was a member in 2024) remains important; Audit & Finance Committee oversight of related‑party transactions is a mitigating governance control .
Director Compensation Schedule (Policy Reference)
| Element | 2023 Schedule | 2024 Schedule |
|---|---|---|
| Annual Retainer (Cash) | $75,000 | $75,000 |
| Lead Director Retainer | $20,000 | $20,000 |
| Audit & Finance Chair | $20,000 | $20,000 |
| Audit & Finance Member | $10,000 | $10,000 |
| Compensation Chair | $20,000 | $20,000 |
| Compensation Member | $10,000 | $10,000 |
| Gov/Nominating Chair | $15,000 | $15,000 |
| Gov/Nominating Member | $7,500 | $7,500 |
| Executive Committee Chair | $40,000 | $160,000 |
| Executive Committee Member | $20,000 | $20,000 |
| Annual Option Grant (#) | 5,000 | 5,000 |
| Initial Option Grant (#) | 7,500 | 7,500 |
| Meeting Fee (>10 mtgs) | $1,500 per meeting | $1,500 per meeting |
Note: Hirsch’s 2024 reported cash fees of $90,000 and option award value of $48,950 reflect actual service mix/timing under the above policy framework .
Related Parties and Conflict Controls
- Affiliate Transactions Committee: Independent, disinterested committee (Hirsch and Wright in 2024) evaluates MiNK‑related matters; charter posted on corporate governance site .
- Audit & Finance Committee: Pre‑approves auditor engagements and related‑party transactions; reviews risk management and compliance processes .
Director Compensation (Individual)
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash | 85,000 | 90,000 |
| Option Awards (Grant Date FV) | 157,000 | 48,950 |
| Stock Awards | — | — |
| All Other Compensation | — | — |
| Total | 242,000 | 138,950 |
RED FLAGS
- None disclosed specific to Hirsch (no reported compensation committee interlocks or related‑party transactions involving her); continued monitoring of MiNK affiliate governance remains prudent given structural conflicts addressed by the Affiliate Transactions Committee .
