Peter Behner
About Peter Behner
Independent director of MiNK Therapeutics since 2021; age 61. He serves on the Audit and Finance Committee and chairs the Corporate Governance and Nominating Committee. Previously an equity partner for 18 years across global strategy/management consulting firms; joined Ernst & Young in 2018 (Global Transaction Services Leader, Pharma/Life Sciences) and since July 2020 serves as Global Health Sciences & Wellness Strategy and Transactions Leader; retired from full-time employment in September 2021. He holds combined BE & ME degrees in Mechanical Engineering from RWTH Aachen University (Germany). The Board has determined he is an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Transaction Services Leader, Pharma & Life Sciences; later Global Health Sciences & Wellness Strategy and Transactions Leader | Sep 2018–present (part-time since retirement Sep 2021); GHS&W role since Jul 2020 | Led transactions/strategy in health sciences; current leadership role at EY |
| Strategy& (PwC) | European Head of Health Industries; Consulting Leader for Pharma & Life Sciences (EMEA) | 2013–Jun 2018 | Regional leadership across health industries; post-acquisition by PwC |
| Booz & Company / Booz Allen Hamilton | Equity Partner | 2005–2013 (BC/BAH) | Senior client leadership in life sciences/pharma |
| A.T. Kearney (Germany) | Partner; Head, European Pharma & Life Sciences Industry group | 2003–2005 | Led European pharma/life sciences practice |
| Rottendorf GmbH | Principal (CDMO) | Apr 2015–Aug 2021 | Governance role at pharma CDMO |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ernst & Young (EY) | Global Health Sciences & Wellness Strategy and Transactions Leader | Current | Part-time since retirement from full-time work in Sep 2021 |
| Armira Partners GmbH | Operating Partner (non-equity) | Current | Private equity firm; part-time role |
| BEMA1 GmbH | Managing Director | Current | Germany-based real estate investment firm |
Board Governance
- Committee assignments: Audit and Finance Committee member; Corporate Governance & Nominating Committee Chair.
- Independence: Board determined Mr. Behner is independent (NASDAQ standards).
- Attendance: In 2024, the Board met 4 times; all directors attended all Board and all committee meetings on which they served (100% attendance).
- Executive sessions: Independent directors meet in executive session without management after regularly scheduled Board meetings.
- Board leadership: Chairman is Garo H. Armen (founder); independent directors conduct annual performance evaluations.
| 2024 Meetings | Count | Attendance (Behner) |
|---|---|---|
| Board of Directors | 4 | 100% (all directors attended all meetings) |
| Audit & Finance Committee | 4 | 100% (all committee meetings attended by members) |
| Corporate Governance & Nominating Committee | 1 | 100% (all committee meetings attended by members) |
Fixed Compensation
| Director (2024) | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Peter Behner | 61,500 | — | 61,500 |
- Notes on structure: Non-employee directors (other than the Chair) are entitled to an annual $50,000 cash retainer. Committee retainers: Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $6,000; Corporate Governance & Nominating Chair $7,500; CG&N member $4,000. Fees may be paid in cash or RSUs that vest one month after grant.
| 2024 Director Fee Schedule | Amount ($) |
|---|---|
| Annual non-employee director retainer | 50,000 |
| Audit Committee Chair | 15,000 |
| Audit Committee member | 7,500 |
| Compensation Committee Chair | 10,000 |
| Compensation Committee member | 6,000 |
| Corporate Governance & Nominating Chair | 7,500 |
| Corporate Governance & Nominating member | 4,000 |
Performance Compensation
- Equity paid to directors: Certain non-employee directors elect RSUs for fees (vest one month post-grant). Mr. Behner received no option grant in 2024.
- One-time option exchange (2025 proposal): Directors, executives, employees, and consultants with eligible “underwater” options will automatically exchange on a 1-for-1 basis into new 10-year options at fair market value on exchange date; vesting of replaced awards is preserved. Non-executive directors as a group held 147,833 eligible options at April 24, 2025. This is positioned as a retention/alignment measure, but is a governance sensitivity for investors.
| Director Equity (as of 12/31/2024) | Count |
|---|---|
| Stock Options held by Behner | 7,923 |
| Unvested RSUs held by Behner | 2,098 |
| 2024 Option awards to Behner | $0 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Behner.
- Potential interlocks: No disclosed roles at customers/suppliers of MiNK; separate Board-level Affiliate Transactions Committee exists to address MiNK–Agenus conflicts (not specific to Behner).
Expertise & Qualifications
- Deep life sciences strategy and transactions expertise (EY leadership; Strategy&/PwC; Booz; A.T. Kearney).
- Mechanical engineering degrees (RWTH Aachen), with multi-decade advisory experience to pharma/biotech across EMEA and global.
- Board qualification cited for extensive consulting experience in life sciences and pharmaceuticals.
Equity Ownership
| Holder | Issued Shares | Shares Issuable (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Peter Behner | 11,262 | 11,870 | 23,132 | <1% |
- Shares outstanding on record date (Apr 24, 2025): 3,966,392.
Governance Assessment
- Strengths: Independent director; CG&N Committee Chair and Audit & Finance member—key oversight roles for board composition, ethics/compliance, risk, and financial reporting. Perfect attendance in 2024 indicates strong engagement. Background in life sciences transactions adds domain expertise.
- Alignment: Modest personal ownership (<1%) with additional option/RSU exposure; directors may take fees in equity; exchange program aims to restore incentive value in underwater options.
- Risks/Red flags to monitor:
- Related-party ecosystem: Extensive ongoing arrangements with majority stockholder Agenus (services, IP/license, facilities, $5.0M 2% convertible note fully drawn in Mar 2024) introduce structural conflicts; while an Affiliate Transactions Committee exists, sustained oversight is essential (Behner’s Audit/CG&N roles are relevant here).
- Option exchange including directors (one-for-one repricing at market) can be viewed as shareholder-unfriendly by some governance frameworks, despite retention rationale.
- Process/controls: Independent directors meet in executive session; Board and committees conduct annual self-evaluations; Code of Ethics and Securities Trading Policy updated in 2023.