Thomas Harrison

About Thomas Harrison

Thomas Harrison, 77, is an independent Class III director of Agenus (appointed August 7, 2024) and serves as Chair of the Audit and Finance Committee and a member of the Corporate Governance and Nominating Committee. He is designated as an “audit committee financial expert,” and holds an M.S. and a Doctorate from West Virginia University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Harrison is independent under Nasdaq rules .
• Committee assignments: Audit & Finance (Chair), Corporate Governance & Nominating (member). He joined Audit & Finance in November 2024, replacing former Chair Ulf Wiinberg; the Board also affirmed his “audit committee financial expert” status .
• Attendance/engagement: In 2024 the Board met 11 times and held 11 independent director executive sessions; all directors other than a mid‑year resignee attended ≥75% of meetings/committees during their service (Harrison joined in August) .
• Risk and controls: Audit & Finance oversees financial reporting, internal controls, pre‑approves auditor engagements, reviews related‑party transactions, and supervises cybersecurity risk mitigation .
• Lead independent oversight: Lead Director Timothy Wright leads executive sessions and board evaluations, providing independent counterbalance to the combined Chair/CEO role .

Fixed Compensation (Non‑Employee Director – 2024)

• Director fee schedule (policy): Annual cash retainer $75,000; Audit & Finance Chair +$20,000; Audit member +$10,000; Corporate Governance Chair +$15,000; member +$7,500; additional meeting fees; initial option grant 7,500; annual option grant 5,000; Executive Committee retainers/grant (not applicable to Harrison) .

Performance Compensation (Equity for Directors)

Compensation structure notes: Director pay is a mix of cash retainers and time‑vested options; equity aligns interests but is not performance‑conditioned. A one‑time company‑wide option exchange proposal (including directors) was put to shareholders in 2025 to reset underwater options to FMV (1:1 exchange), which is a governance sensitivity point though subject to shareholder approval .

Other Directorships & Interlocks

• Related‑party review: Audit & Finance approves related‑party transactions (MiNK matters handled by a separate Affiliate Transactions Committee); 2024 disclosures list related‑party items with Protagenic/MiNK and a CEO family member, but none involving Thomas Harrison –.

Expertise & Qualifications

• Designated audit committee financial expert with extensive financial and operating oversight in diversified services and healthcare communications; former public company division CEO (Omnicom DAS) .
• Strategic portfolio advisory experience (Merida Capital Partners) .
• Advanced academic credentials (M.S., Doctorate, West Virginia University) .

Equity Ownership

• Director stock ownership guideline: Encouraged to hold 500 shares; Harrison exceeds guideline (8,898 issued shares) .
• Hedging/pledging: Company policy restricts derivatives and hedging without pre‑approval; awards subject to trading policies including limitations on hedging/pledging .

Insider Trades (Form 4 highlights)

| Date (Filed) | Transaction Date | Type | Shares | Price | Notes | Source | |---|---|---:|---:|---|---| | 10/03/2025 | 10/01/2025 | Acquisition | 5,780 | N/A | Issued under Board Compensation Election Policy | | | 04/03/2025 | 04/01/2025 | Form 4 filed | — | — | Additional Form 4 filed (details in EDGAR) | | | 02/27/2025 | 02/—/2025 | Form 4 filed | — | — | Additional Form 4 filed (CIK 0001247340) | |

Note: Company director ownership and option counts are as of proxy record dates; see beneficial ownership table above for current totals .

Governance Assessment

• Strengths

  • Independent director with audit chair responsibilities and “financial expert” designation; committee has comprehensive remit (financial reporting, auditor oversight, related‑party approvals, cybersecurity risk) .
  • High engagement framework: 11 Board meetings and 11 independent executive sessions in 2024; Board‑wide ≥75% attendance during service periods .
  • Ownership alignment: Exceeds director share guideline; receives equity retainer via stock options; also elected to receive stock under Board compensation policy in 2025 (insider Form 4) .

• Watch items / potential red flags

  • Option exchange including directors: The 2025 proposal seeks a 1:1 underwater option exchange resetting exercise price to FMV and extending term; while shareholder‑approved, this is generally scrutinized by investors for potential dilution and incentive reset optics .
  • Elevated equity usage: Three‑year average burn rate 15% (adjusted 16%) and requested increases to the 2019 EIP/DDCP/ESPP share pools, which may raise dilution concerns absent strong performance progression .
  • Company‑level headwinds disclosed (FDA stance on accelerated approval, SEC investigation, shareholder litigation) increase governance and reputational risk despite not being specific to Harrison .

• Related‑party/Conflicts

  • No related‑party transactions disclosed involving Harrison; Audit & Finance Committee (which he chairs) pre‑approves related‑party items, and a separate Affiliate Transactions Committee manages MiNK‑related conflicts –.

• Independence and oversight

  • Board majority independent; robust Lead Independent Director structure provides oversight of CEO/Chair and executive sessions .

Overall: Harrison brings deep operating and financial oversight experience and is positioned in the critical audit chair role, with good ownership alignment. Investors should monitor the outcome and execution of the option exchange and equity plan expansions, and how the Audit & Finance Committee (under Harrison) addresses the disclosed SEC investigation/litigation and dilution/overhang management –.