Jennifer Buell
About Jennifer Buell
Jennifer S. Buell, Ph.D., age 51, is MiNK Therapeutics’ co‑founder, President and Chief Executive Officer since February 2021 and a Class I director since 2021; she holds a Ph.D. in Cellular, Biochemical sciences from Tufts University and brings 25+ years of biopharmaceutical R&D and operating experience with prior leadership roles at Agenus, Bristol‑Myers Squibb, and Harvard Clinical Research Institute (Baim) . The proxy does not disclose a TSR-, revenue-, or EBITDA-linked pay program; 2024 bonuses were postponed given MiNK’s financial position, and 2023 bonuses were delivered in stock options to conserve cash, emphasizing operational milestones over financial KPIs . As CEO and director (non‑independent), Buell’s dual role is mitigated by an independent Chairman (Dr. Garo Armen) and standing independent board committees and executive sessions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agenus Inc. | Chief Operating Officer; President; Executive Counsel Chair; Consultant | COO 2018–Dec 2021; President Dec 2019–Dec 2021; Consultant Jan–Dec 2022; Executive Counsel Chair since Jan 2023 | Scaled operations, external affairs, and R&D program management; supports iNKT combinations access via Agenus portfolio |
| Bristol‑Myers Squibb | R&D operations leadership | Prior to Agenus (years not specified) | Development strategy and operations across industry/government clinical programs |
| Harvard Clinical Research Institute (Baim) | R&D operations leadership | Prior to Agenus (years not specified) | Program strategy and operations for clinical research portfolio |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Protagenic Therapeutics, Inc. | Director | Since July 2020 | Cross‑company governance and biotech network visibility |
| Agenus Inc. | Chair, Executive Counsel; Director (no additional board comp) | Exec Counsel Chair since Jan 2023; employee at $150k salary; option grants in 2023 and Nov 2024 | Strategic alignment on immuno‑oncology combinations; related‑party considerations |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid |
|---|---|---|---|
| 2024 | $448,000 | 50% | Postponed to June 2025; not yet determined |
| 2023 | $451,048 | Not disclosed | Delivered in options in 2024 in lieu of cash (66,091 options, strike $8.70; grant date Jan 16, 2024) |
Notes:
- All Other Compensation in 2024 included a 401(k) match of $5,686 .
- No additional compensation for Board service (director role), avoiding double payment .
Performance Compensation
| Metric (FY 2024 corporate goals) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Phase 2 readouts in gastric cancer and ARDS to support late‑stage dev/regulatory engagement | Not disclosed | Deliver readouts supportive of late‑stage development | Not disclosed | Postponed to June 2025 | Not applicable |
| Extend cash runway 24+ months via partnerships/licensing/sponsored programs to avoid dilution | Not disclosed | ≥24 months runway extension | Not disclosed | Postponed | Not applicable |
| Scale GMP iNKT manufacturing with biologics‑like efficiency; enable internal and out‑licensing | Not disclosed | Platform scaling | Not disclosed | Postponed | Not applicable |
| Advance next‑gen iNKT combinations/engagers via internal research and partnerships | Not disclosed | Pipeline advancement | Not disclosed | Postponed | Not applicable |
| Elevate scientific/investor engagement via publications and congresses | Not disclosed | High‑impact presence | Not disclosed | Postponed | Not applicable |
Equity‑settled bonus design: For 2023, annual incentive delivered as time‑based options rather than cash to preserve liquidity and align with shareholder outcomes .
Equity Ownership & Alignment
| Beneficial Owner | Issued Shares | Shares Issuable (within 60 days) | Total | % of Class |
|---|---|---|---|---|
| Jennifer S. Buell, Ph.D. | 23,614 | 255,642 | 279,256 | 6.6% |
| Agenus Inc. (majority owner) | — | 2,177,286 | 2,177,286 | 54.9% |
| GKCC, LLC | — | 464,000 | 464,000 | 11.7% |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Performance/Unearned Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 01/30/2020 | 34,787 | — | — | 0.04 (post reverse split) | 01/30/2030 | — | — |
| 02/11/2021 | 55,660 | — | — | 30.30 | 02/11/2031 | — | — |
| 01/21/2022 (time‑based) | — | 67,980 (35% vested Jan 21, 2025; 65% vests Jan 21, 2026) | — | 31.20 | 01/21/2032 | — | — |
| 01/21/2022 (performance‑based) | — | — | 67,980 (equity financing/clinical milestones by Dec 31, 2025; full vest on change of control) | 31.20 | 01/21/2032 | — | — |
| 01/09/2023 | 29,062 | 20,938 (then 8 equal quarterly vest post Jan 9, 2024) | — | 23.20 | 01/09/2033 | — | — |
| 10/11/2023 (RSUs) | — | — | — | — | — | 69,575 | $484,938 (at $6.97) |
| 01/16/2024 (bonus‑option) | 66,091 | — | — | 8.70 | 01/16/2034 | — | — |
| 01/16/2024 (annual grant) | — | 50,000 (1/3 vested Jan 16, 2025; 2/3 vests over 8 quarterly instalments) | — | 8.70 | 01/16/2034 | — | — |
Underwater options and planned option exchange:
- As of Apr 24, 2025, 77% of options held by eligible holders were underwater; Buell held 357,696 eligible options to be exchanged 1:1 for new 10‑year options at fair market exercise price on exchange date, preserving vest schedules and improving retention value .
Pledging/hedging:
- No disclosure of pledged shares; MiNK’s Securities Trading Policy and Code of Ethics govern insider trading; prohibits trading on MNPI .
Ownership guidelines:
- Director/executive stock ownership guidelines not disclosed in the proxy –.
Employment Terms
| Provision | Base Case (no CIC) | With Change‑of‑Control (double trigger within 18 months) |
|---|---|---|
| Base salary severance | 12 months continuation | Lump sum equal to 18 months of base salary |
| Bonus component | Lump sum equal to greater of target cash bonus or prior year bonus | 150% of greater of target bonus or prior year bonus (added to base severance) |
| COBRA benefits | Company pays full premium up to 12 months (eligibility required) | Company pays full premium up to 18 months (eligibility required) |
| Outplacement | $15,000 plus tax gross‑up on this benefit | $15,000 plus tax gross‑up on this benefit |
| Equity vesting | No automatic acceleration; 50% accelerates upon CIC under CIC Plan | Full acceleration of options and restricted stock; options exercisable for 90 days post‑termination |
| Restrictive covenants | Non‑compete during employment and 12 months post‑termination (exceptions for certain terminations); non‑solicit for ≥12 months or severance period, whichever longer | CIC Plan includes non‑compete/non‑solicit for ≥12 months or severance period |
| 280G treatment | “Better‑of” cut to avoid excise tax if net benefit higher than full payment | Same |
Resignation notice:
- Voluntary resignation requires 180 days’ notice; Board may waive notice and pay salary for waived period .
Board Governance
| Item | Detail |
|---|---|
| Board structure | Classified board (3 classes); 7 directors; Buell is Class I (nominated for term expiring 2028) |
| Independence | Independent directors: Behner, Corvese, Kadlec, Ryan, Wiinberg; Buell is non‑independent executive director |
| Chair/CEO roles | Chair: Dr. Garo H. Armen (non‑CEO); CEO: Dr. Buell; separation mitigates CEO‑Chair dual role concerns |
| Committees | Audit (Ryan, Behner, Corvese); Compensation (Corvese, Ryan, Wiinberg); Governance & Nominating (Behner, Corvese, Kadlec); Affiliate Transactions Committee (ad hoc) |
| Executive sessions | Independent directors meet in executive session periodically |
| Attendance | In 2024, all directors attended all Board and committee meetings; Board met 4x and acted by written consent 5x |
| Director compensation | Non‑employee directors received cash retainers (e.g., $50k base; committee chairs/members incremental fees); Buell received no additional pay for director service |
Director Compensation (Context)
| Component | Amount |
|---|---|
| Annual base retainer (non‑employee directors) | $50,000 |
| Audit Chair/member | $15,000 / $7,500 |
| Compensation Chair/member | $10,000 / $6,000 |
| Governance Chair/member | $7,500 / $4,000 |
| Buell’s director pay | $0 incremental beyond CEO compensation |
Related‑Party Transactions and Conflicts
- Agenus relationships: MiNK’s Chair (Armen), director (Corvese), and Treasurer (Klaskin) hold roles at Agenus; Buell serves at Agenus as Executive Counsel Chair and director; MiNK maintains an Affiliate Transactions Committee to manage conflicts .
- Intercompany services and financing: MiNK pays for shared services under the Amended and Restated Intercompany Services Agreement; incurred $1.1M (2024) and $1.0M (2023); issued a $5.0M convertible note to Agenus at 2% interest, fully drawn in March 2024 .
- Atlant Clinical (Agenus subsidiary): Approved clinical services up to $250k; ~$193k in work orders plus pass‑throughs through Dec 31, 2024 .
- Legal services: CEO’s spouse is a partner at Wolf, Greenfield & Sachs; MiNK paid ~$168k (2024) and ~$225k (2023); deemed immaterial to firm revenue; approved under related‑party policy .
Compensation Structure Analysis
- Cash vs equity mix: 2023 annual bonuses paid in options, conserving cash (125% of bonus value converted at closing price) and increasing equity linkage; 2024 bonus determinations postponed due to financial position .
- Underwater options repricing: One‑time Option Exchange proposes a 1:1 swap of underwater options for new options at FMV, 10‑year term, maintaining vest schedules; 77% of outstanding options were underwater, with Buell eligible on 357,696 options—aimed to restore retentive and incentive value and capture accounting expense into motivational value .
- Governance checks: Compensation Committee comprised of independent directors with authority to retain independent compensation consultants; no executive interlocks .
Equity Ownership & Alignment Signals
- Material skin‑in‑the‑game: Buell beneficially owns 279,256 shares/derivatives (6.6% of class), suggesting strong alignment .
- Parent influence: Agenus owns 54.9% of INKT, creating potential related‑party influence on strategic and compensation decisions despite conflict‑management structures .
- Pledging/hedging: No pledging disclosed; insider trading is governed by MiNK’s Securities Trading Policy and Code of Ethics .
Employment & Retention Risk
- Non‑compete/non‑solicit: 12‑month non‑compete/non‑solicit frameworks with extensions to the severance period bolster retention and protect IP/customer relationships .
- Severance economics: 12 months base + bonus and benefits; enhanced to 18 months base + 150% bonus and full acceleration on CIC terminations, standard “better‑of” 280G cut—competitive but not excessive (no general tax gross‑ups) .
- Equity cadence: Annual grants and performance/time‑based vesting schedules create ongoing vesting cliffs; 2023 RSUs vest 1/3 annually in years 3–5, signaling multi‑year retention intent .
Expertise & Qualifications
- Academic credentials: Ph.D. (Tufts); experienced operator across R&D ops, external affairs, and clinical program management .
- Board qualifications: Deep biotech leadership and public company governance experience; sits on external boards (Protagenic), enhancing network and industry insights .
Say‑on‑Pay & Shareholder Feedback
- The 2025 proxy includes director elections, option exchange, and auditor ratification; say‑on‑pay voting results are not disclosed in this proxy – .
Risk Indicators & Red Flags
- Underwater options and option exchange (repricing/modification): One‑time exchange requires shareholder approval; while designed for retention, it resets incentive economics and adds incremental accounting cost—requires monitoring of dilution and exercise behavior .
- Related‑party complexity: Ongoing services and financing with Agenus, plus shared executives/directors—necessitates continued robust oversight via Affiliate Transactions Committee .
- Financial resiliency: 2024 net losses and limited cash disclosed in 10‑K; auditor going‑concern emphasis risk discussed in 10‑K risk factors, explaining 2024 bonus postponement .
Investment Implications
- Alignment: Buell’s 6.6% beneficial stake and multi‑year RSU/option vesting align her incentives with long‑term equity value; 2023 bonus paid in options further ties compensation to share appreciation .
- Retention: Robust severance/CIC terms and staggered vesting schedules reduce near‑term departure risk; however, the company’s financial constraints (bonus postponement, going‑concern risks) heighten execution and funding risks for program milestones .
- Trading signals: The option exchange should increase the motivational value of equity and may reduce selling pressure from underwater options; monitor the exchange outcome, new strike levels, and subsequent Form 4 filings for exercise/sale patterns post‑exchange .
- Governance: CEO is not Chairman; independent committees and executive sessions mitigate dual‑role risks, but Agenus’s majority ownership and intercompany agreements require continued scrutiny of related‑party influence on strategic and compensation decisions .