Brian Corvese

About Brian Corvese

Age 67, independent director since 2017. President and Founder of Vencor Capital; previously Managing Director and partner at Soros Fund Management, partner and portfolio manager at Chancellor Capital Management, and equity analyst at Drexel Burnham Lambert. Holds degrees in finance and political science from the University of Rhode Island and attended NYU Graduate School; brings over 30 years of financial industry experience and “substantial financial expertise” to the board. The Board has determined Mr. Corvese is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee memberships and chair roles:
  • Compensation Committee Chair; also member of Audit and Corporate Governance & Nominating Committees .
• Independence and attendance:
  • Board determined independent; Board met 4 times in 2024 with 5 written consents; all directors attended all Board and committee meetings on which they served (100% attendance) .
• Executive sessions and oversight:
  • Independent directors hold periodic executive sessions; Board conducts annual performance evaluations; Audit Committee reviews risk management and compliance; Compensation Committee assesses incentives and potential risk-taking .

Committee Activity (2024)

Fixed Compensation

Notes:

• “Fees Earned or Paid in Cash” column includes fees paid in cash or RSUs that vest one month from grant date; Mr. Corvese had no option awards in 2024 .

Performance Compensation

• Company launched a one-time option exchange (subject to stockholder approval) to replace underwater options one-for-one with new 10-year options at FMV; non-employee directors are eligible participants. Non-executive directors, as a group, held 147,833 “Eligible Options” (≥$8.50 strike) as of 4/24/2025 .

Other Directorships & Interlocks

• Shared affiliations with Agenus (MiNK’s majority owner) via board service; MiNK maintains multiple related-party agreements with Agenus:
  • IP Assignment & License; Intercompany Services; Convertible Promissory Note ($5.0M at 2% interest, fully drawn March 2024, due on demand on/after Jan 1, 2026) .
• Affiliate Transactions Committee (created March 2023) addresses conflicts with Agenus on an ad hoc basis .
• Additional boards: National Telecommunications Corporation (Egypt) and Protagenic Therapeutics (Canada) .

Expertise & Qualifications

• Deep buy-side and special situations investing background (Soros, Chancellor); equity research and M&A experience (Drexel) .
• Financial and governance competence aligned with Audit and Compensation committee work; Board cites “substantial financial expertise” .

Equity Ownership

• Company had 3,966,392 shares outstanding on the record date .
• Largest holder: Agenus Inc. (2,177,286 shares; 54.9%)—material governance consideration for interlocks and affiliate transactions .

Insider Trades

Governance Assessment

• Strengths

  • Independent status; multi-committee service, including Compensation Chair; 100% meeting attendance indicates strong engagement .
  • Relevant financial and strategic background supportive of Audit and Compensation oversight .
  • Board maintains executive sessions and annual performance evaluations; robust committee charters and compliance oversight described .

• Alignment signals

  • Meaningful share ownership (2.2% including issuables) alongside option/RSU holdings suggests skin-in-the-game .

• Conflicts and related-party exposure

  • Shared board roles with Agenus amid extensive intercompany agreements (IP, services, insurance, facilities, and $5.0M convertible note) create actual or perceived conflicts; Board established an Affiliate Transactions Committee to address these .
  • CEO’s spouse is a partner at a law firm providing services to MiNK—approved under related-party policy; small relative fee but merits continued oversight .

• Compensation structure observations

  • Director pay is primarily fixed cash retainers and committee fees; some directors elect RSUs; Mr. Corvese received $71,500 in 2024 with no option grants that year .
  • Company proposes a one-for-one option exchange including directors to reprice underwater options. While aimed at retention, option exchanges/repricings can be viewed as shareholder-unfriendly if not clearly justified and bounded—monitor execution terms and outcomes .

RED FLAGS

• Interlocks with controlling shareholder Agenus and significant related-party transactions (services, IP, $5.0M note) require rigorous conflict management; continued transparency from Affiliate Transactions Committee is critical .
• Proposed option exchange for directors could be perceived as compensation relief; assess governance safeguards and disclosure around eligibility, vesting, and incremental accounting cost .

Overall implication: Mr. Corvese’s financial expertise and committee leadership bolster board effectiveness, but investor confidence hinges on robust handling of Agenus-related conflicts and disciplined equity compensation practices (especially the option exchange) .