Timothy Wright
AGENUSAbout Timothy R. Wright
Timothy R. Wright, 67, is Agenus’s Lead Independent Director (since 2009) and a Class I director (director since 2006). He chairs the Corporate Governance & Nominating Committee and serves on the Compensation, Audit & Finance, Executive, and Affiliate Transactions Committees, bringing 30+ years of global biopharma leadership in general management, product development, transactions, and restructuring . The board has determined he is independent under Nasdaq rules; in 2024 he attended at least 75% of board/committee meetings, and independent directors held 11 executive sessions, which he leads as Lead Director . He holds a bachelor’s degree from The Ohio State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MiMedx Group (public) | Chief Executive Officer; Director | May 2019 – Sep 2022 | Led turnaround of placental biologics company |
| M2Gen Corp. (private) | President & CEO; Director | Jul 2017 – Sep 2018 | Cancer health informatics; operating leadership |
| Teva Pharmaceutical Industries | EVP, M&A, Strategy & Innovation | Apr 2015 – Jul 2017 | Corporate development and innovation leadership |
| Covidien Mallinckrodt (now Medtronic) | President | 2007 – 2010 | Global operating leadership |
| The OSU Comprehensive Cancer Center Drug Development Institute | Chairman; Founder | 2011 – Sep 2022 | Academic-industry translational drug development |
| Signal Hill Advisors, LLC | Founding Partner | Since Feb 2011 | Strategic advisory (life sciences focus) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BIORG (human organoid company) | President & CEO | Since Nov 2023 | Private; concurrent with Agenus directorship |
| Washington University Medical School | Board member | Ongoing | Non‑profit/academic governance role |
| NC State School of Veterinary Medicine | Board member | Ongoing | Non‑profit/academic governance role |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Determined independent by the board under Nasdaq rules |
| Lead Independent Director | Lead Director since 2009; responsibilities include chairing executive sessions, acting as liaison with CEO, and leading CEO evaluation |
| Committees | Chair: Corporate Governance & Nominating; Member: Compensation; Audit & Finance; Executive; Affiliate Transactions (MiNK conflicts) |
| Attendance | In 2024, each director other than a mid‑year resignee attended ≥75% of board and committee meetings (includes Wright) |
| Executive Sessions | 11 executive sessions of independent directors held in 2024 (Lead Director presides) |
| Related‑Party Oversight | Audit & Finance pre‑approves related‑party transactions; Affiliate Transactions Committee (Wright member) manages MiNK‑related conflicts |
| Code & Trading Policy | Code updated Jan 2024; Trading Policy covers directors; prohibits trading on MNPI |
Fixed Compensation (Director)
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 150,000 | Aggregate 2024 cash fees for Wright |
Director fee structure (policy reference):
- Annual retainer: $75,000; Lead Director: +$20,000; Corporate Governance Chair: +$15,000; Compensation member: +$10,000; Audit & Finance member: +$10,000; Executive Committee member: +$20,000; meeting fees >10 per year: $1,500 each .
Performance Compensation (Director)
| Year | Option Awards – Grant Date Fair Value ($) | Award Mechanics | Performance Metrics |
|---|---|---|---|
| 2024 | 82,883 | Annual stock option grant; additional Executive Committee option grant per policy; director options are time‑based | None (time‑vested options only) |
Award policy mechanics:
- Initial director option grant: 7,500 options (3‑year annual vesting); Annual grant: 5,000 options (fully vests by next AGM or 1‑year); Additional annual grant for Executive Committee service: 4,000 options (time‑vested) .
Other Directorships & Interlocks
| Category | Company | Role | Period | Notes |
|---|---|---|---|---|
| Current public company boards | — | — | — | No current public boards disclosed beyond Agenus |
| Prior public company boards | MiMedx Group | CEO; Director | 2019–2022 | Public company; prior role |
| Compensation Committee Interlocks | — | — | 2024 | Committee disclosed no interlocks or insider participation; Wright independent member |
Expertise & Qualifications
- 30+ years biopharma leadership in general management, product development/commercialization, restructuring, and transactions .
- Current operating CEO experience at BIORG; prior C‑suite and EVP roles at Teva and Covidien Mallinckrodt; governance roles in academic medicine .
- Lead Director experience with clear oversight duties and active executive session leadership .
Equity Ownership
| Holder | Issued Shares | Shares Issuable (within 60 days) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Timothy R. Wright | 2,769 | 62,688 | 65,457 | <1% | Includes 17,460 deferred shares under the Directors’ Deferred Compensation Plan (DDCP) |
Additional alignment mechanisms:
- DDCP allows non‑employee directors to defer fees into stock units or cash; directors are encouraged to defer 25% into equity; as of Apr 24, 2025, four non‑employee directors are eligible participants .
- Director stock ownership guideline: encouraged to hold 500 Agenus shares within a reasonable period .
- Wright held 45,670 stock options outstanding as of Dec 31, 2024 (aggregate) .
- Company Trading Policy prohibits directors from trading on MNPI; hedging/derivative transactions are restricted under policy frameworks .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance (2024) | Company reports directors complied with all applicable filing requirements |
| Proxy‑disclosed insider transactions by Wright | No Wright‑specific Form 4 transactions discussed in proxy; ownership shown above |
Related‑Party Transactions and Conflicts
- The proxy discloses related‑party transactions involving Protagenic Therapeutics and MiNK (an Agenus majority‑owned affiliate), and a family relationship for the CEO; Wright is not identified as a party to any related‑party transaction .
- To manage MiNK conflicts, the board formed an Affiliate Transactions Committee of independent, MiNK‑disinterested directors; Wright is a member .
- Audit & Finance Committee (on which Wright serves) pre‑approves related‑party transactions (excluding MiNK, which are overseen by the Affiliate Transactions Committee) .
Governance Assessment
-
Strengths:
- Long‑serving Lead Independent Director with explicit oversight responsibilities and leadership of executive sessions, supporting independent board challenge .
- Broad committee footprint (chairing Governance; member of Compensation, Audit & Finance, Executive; plus Affiliate Transactions for MiNK), aligning with board effectiveness and conflict oversight .
- Independence affirmed; attendance ≥75% in 2024; 11 independent executive sessions signal active oversight cadence .
- Ownership alignment via option grants, DDCP deferrals, and stock ownership guideline policy .
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Watch items:
- Director tenure (since 2006) may raise independence‑in‑appearance questions for some investors despite formal independence status .
- Multi‑committee workload can be a double‑edged sword—efficient information flow vs. potential overextension; continued monitoring of attendance/engagement is advisable .
- Company context includes regulatory and litigation headwinds disclosed at the corporate level (not specific to Wright), elevating the importance of robust audit and governance oversight .
RED FLAGS: None specific to Wright disclosed—no Wright‑linked related‑party transactions, loans, pledging, or hedging identified in the proxy; Section 16 compliance reported as satisfactory .
