Garo Armen
About Garo H. Armen
Garo H. Armen, Ph.D., is Co‑Founder and Chairman of the Board of MiNK Therapeutics (INKT) and has served as a director since 2017. He also serves as Chairman and Chief Executive Officer of Agenus Inc., which he co‑founded in 1994, and holds a Ph.D. in physical organic chemistry from the City University of New York . The Board has determined he is not an independent director; independent directors are Behner, Corvese, Kadlec, Ryan, and Wiinberg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agenus Inc. | Co‑Founder; Chairman & CEO; previously President | Co‑founded 1994; President through Dec 2019; currently Chairman & CEO | Founder-operator of parent/controlling stockholder of MiNK |
| Elan Corporation, plc | Chairman of the Board | Mid‑2002 – 2004 | Led restructuring during tenure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Agenus Inc. | Chairman & CEO | Current | Controlling stockholder of MiNK (owns 54.9% as of Apr 24, 2025) |
| Protagenic Therapeutics, Inc. | Non‑Executive Chairman | Current | Publicly held biotech company |
| Children of Armenia Fund | Founder & Chairman | Current | Philanthropic organization established in 2000 |
Board Governance
- Board role: Chairman of the Board; director since 2017 .
- Independence: Not independent (Board lists independent directors as Behner, Corvese, Kadlec, Ryan, Wiinberg) .
- Committee assignments: Not listed as a member of the Audit & Finance, Compensation, or Corporate Governance & Nominating Committees in 2024 rosters .
- Attendance and engagement:
- Board met 4 times in 2024; acted by written consent 5 times .
- All directors attended all Board and applicable committee meetings in 2024 .
| Governance Metric (2024) | Value |
|---|---|
| Board meetings | 4 (plus 5 actions by written consent) |
| Director attendance | 100% of directors attended all Board and committee meetings |
| Executive sessions | Independent directors meet in executive session periodically |
| Affiliate Transactions Committee | Established March 2023 to address MiNK–Agenus conflicts (ad hoc) |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
Director fee schedule (non‑employee directors other than Armen) for 2024:
| Component | Amount ($) |
|---|---|
| Annual cash retainer (Board) | 50,000 |
| Audit Chair | 15,000 |
| Audit member | 7,500 |
| Compensation Chair | 10,000 |
| Compensation member | 6,000 |
| Governance Chair | 7,500 |
| Governance member | 4,000 |
Note: Armen received no director fees in 2024 while serving as Board Chair .
Performance Compensation (Director equity)
| Category | Detail |
|---|---|
| 2024 director equity grant | None reported for Armen |
| Outstanding awards (as of 12/31/2024) | Stock options: 178,619; RSUs: 0 |
| Option exchange eligibility | Non‑employee directors (including Board members) were eligible participants in the 2025 one‑time Option Exchange for underwater options (1‑for‑1 at FMV) |
Other Directorships & Interlocks
| Entity | Relationship to MiNK | Armen’s Role/Link | Notes |
|---|---|---|---|
| Agenus Inc. | 54.9% owner of MiNK common; extensive services and financing ties | Chairman & CEO | Majority owner; intercompany services; $5.0M 2% convertible note fully drawn in Mar 2024 (due on demand on/after Jan 1, 2026) |
| Atlant Clinical Ltd. (Agenus subsidiary) | Vendor to MiNK (clinical support services) | Linked via Agenus | Work orders ≈ $193k as of 12/31/2024, A&F Committee‑approved |
| Protagenic Therapeutics, Inc. | Unrelated to MiNK operations | Non‑Executive Chairman | Potential informational interlock (biotech) |
| MiNK insiders w/ Agenus roles | Interlocks noted by company | Armen (Chairman), Corvese (director), Klaskin (Treasurer) hold Agenus roles; Buell also an Agenus officer/director | Company flags potential/actual conflicts; Affiliate Transactions Committee in place |
Expertise & Qualifications
- Scientific/operational: Ph.D. in physical organic chemistry (CUNY); decades of life sciences leadership including founder‑operator experience at Agenus and board leadership at Elan .
- Governance: Long‑tenured chair roles at multiple public companies; experience navigating corporate restructurings .
Equity Ownership
| Holder | Issued Shares | Shares Issuable (within 60 days) | Total Beneficial Ownership | % of Class | Shares Outstanding (Record Date) |
|---|---|---|---|---|---|
| Garo H. Armen, Ph.D. | 172,800 | 178,619 | 351,419 | 8.5% | 3,966,392 (Apr 24, 2025) |
| Director equity mix (as of 12/31/2024) | — | Options: 178,619; RSUs: 0 | — | — | — |
No disclosure of share pledging/hedging by Armen; company maintains a Securities Trading Policy and Code of Ethics (updated 2023) .
Governance Assessment
- Board effectiveness and engagement
- Attendance strong: all directors attended all Board and committee meetings in 2024, indicating active engagement .
- Independent oversight practices include periodic executive sessions of independent directors .
- Independence and conflicts
- RED FLAG: Armen is not independent and simultaneously serves as Chairman & CEO of Agenus, MiNK’s 54.9% controlling stockholder—posing structural conflicts, particularly given extensive related‑party arrangements (intercompany services, IP agreements, and a $5.0M convertible note) .
- Mitigation: Board created an Affiliate Transactions Committee (Mar 2023) to address MiNK–Agenus conflicts; Audit Committee oversees related‑party transactions policy and approvals .
- Compensation and alignment
- Armen received no MiNK director fees in 2024; holds significant option awards and a sizable equity stake (8.5%), signaling material financial alignment with shareholders .
- RED FLAG: Company is executing an Option Exchange to reprice underwater options (including for directors), which can be shareholder‑sensitive; however, the exchange is 1‑for‑1 at FMV with 10‑year term and same vesting, positioned as a retention tool in a challenged stock environment .
- Related‑party exposure (Company‑level context relevant to Armen’s dual roles)
- Intercompany Services Agreement with Agenus (G&A support, R&D, shared services); MiNK incurred $1.1M (2024) and $1.0M (2023) under these arrangements .
- Convertible Promissory Note with Agenus: $5.0M fully drawn in March 2024 at 2% interest; payable on demand on/after Jan 1, 2026, convertible at Agenus’s election upon qualified financing—raises governance considerations for minority shareholders .
- Additional related parties: Atlant Clinical (Agenus subsidiary) engaged up to $250k in services; $193k in work orders as of 12/31/2024; CEO’s spouse’s law firm provided services ($168k in 2024), both Audit Committee‑approved under policy .
- Shareholder oversight
- The company reports timely Section 16 compliance for 2024, except for filings related to director Kadlec’s appointment; no specific issues cited for Armen .
Overall, Armen brings deep sector and governance experience and has material “skin‑in‑the‑game,” but his dual role leading Agenus (MiNK’s controller and counterparty in multiple transactions) constitutes a standing conflict that necessitates robust, consistently utilized independent committee oversight and clear disclosure to maintain investor confidence .