Jennifer Buell
Protagenic Therapeutics, Inc.\newAbout Jennifer S. Buell
Independent Class II director of Protagenic Therapeutics (PTIX) since July 18, 2020; current term expires at the 2026 annual meeting. She is President & Chief Operating Officer at Agenus Inc. and holds a PhD in Cellular, Biochemical, and Molecular Biochemistry and an MS in Biostatistics from Tufts University. The Board has determined she is independent under Nasdaq rules. Beneficial ownership at PTIX is 76,563 shares (2% of outstanding), including options exercisable within 60 days; additional options not yet exercisable are excluded.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agenus Inc. | President & COO; prior Head of Global R&D Ops, Head of Research, Chief External Affairs & Communications | 2013–present | Led expansion of platform and collaborations (Incyte, Merck, Gilead) |
| Bristol-Myers Squibb | R&D Operations leadership | Prior to Agenus | Oncology development experience |
| Harvard Clinical (Baim) | Programs and Alliances lead | Prior to Agenus | Led strategy/operations across multiple therapeutic areas |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Agenus Inc. | President & Chief Operating Officer | Public | Current executive position |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class II; term expires at 2026 annual meeting |
| Independence | Board determined Buell is “independent” under Nasdaq/SEC rules |
| Committees | Clinical & Regulatory Committee – Chair; Science Committee – Member (Chair: Dr. Stein) |
| Lead Independent Director | Board has a Lead Director (Timothy R. Wright); Buell is not Lead Director |
| Attendance rate | Not disclosed in proxy |
Fixed Compensation
| Policy Element | Detail |
|---|---|
| Director equity grant policy | Non-employee directors generally receive options to purchase 10,000 shares annually; additional 1,250 options for each committee chaired |
| Vesting | Director options vest over 3 years in equal monthly installments; vesting accelerates in certain change-of-control circumstances |
| Cash retainer/meeting fees | Not disclosed; company notes reimbursement of reasonable travel expenses when applicable |
Performance Compensation
| Year | Award Type | Shares | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| 2020 | Director stock options | 11,250 | $7.00 | 3-year monthly vesting | Reflects 10,000 annual grant + 1,250 for committee chair |
| 2021 | Director stock options | 50,000 | $22.40 | 3-year monthly vesting | Issued for board service |
Other equity awards (consulting capacity):
| Grant Date | Award Type | Shares | Exercise Price | Purpose |
|---|---|---|---|---|
| Jul 18, 2020 | Nonstatutory stock options | 36,250 | $7.00 | Clinical/regulatory advisory agreement |
| Feb 25, 2021 | Nonstatutory stock options | 50,000 | $22.40 | Clinical/regulatory advisory agreement |
Plan-level clawback/change-in-control provisions: PTIX’s 2016 Equity Incentive Plan subjects awards to applicable clawback/recoupment policies and permits change-in-control adjustments such as accelerated vesting or cash settlement at the Compensation Committee’s discretion.
Other Directorships & Interlocks
| Person/Entity | PTIX Relationship | External Affiliation | Interlock/Exposure |
|---|---|---|---|
| Jennifer S. Buell | Independent Director | Agenus Inc. – President & COO | Management interlock (Agenus) |
| Garo H. Armen, PhD | PTIX Executive Chairman | Agenus Inc. – Chairman & CEO | Executive interlock with Agenus |
| Brian J. Corvese | PTIX Director; Audit Chair | Agenus Inc. – Director | Board interlock with Agenus |
| Facility usage | — | Agenus conference room used as PTIX principal office (no cost) | Related-party facility usage |
Expertise & Qualifications
- 20+ years of biopharma R&D leadership; led global R&D operations and advanced multiple modalities to clinic.
- Strategic partnerships and alliance management (Incyte, Merck, Gilead).
- Advanced academic credentials in biochemistry/biostatistics (Tufts University).
- Governance/committee leadership experience in clinical and regulatory oversight at PTIX (Committee Chair).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 76,563 (2% of class) |
| Includes options exercisable within 60 days | 76,568 options (included in beneficial ownership) |
| Options not exercisable within 60 days | 84,688 options (excluded from beneficial ownership) |
| Pledged/hedged shares | Not disclosed |
Governance Assessment
- Board independence and committee leadership: Buell is an independent director, chairs Clinical & Regulatory, and serves on the Science Committee—supportive of scientific and clinical oversight on the board.
- Alignment via equity-heavy compensation: PTIX compensates non-employee directors primarily with stock options (annual 10,000 options plus 1,250 per chaired committee; 3-year monthly vest), emphasizing long-term equity alignment; cash retainers not disclosed.
- Shareholder support signals: Stockholders approved sensitive items on Feb 21, 2025, including option repricing (1,803,833 For / 184,143 Against) and an amendment to allow repricing without future shareholder approval (1,803,817 For / 183,801 Against); warrant share issuance also approved (1,928,277 For / 58,942 Against).
- Reverse split authorization approved at special meeting (Apr 18, 2025) to maintain Nasdaq listing, indicating ongoing listing-compliance pressure at the issuer level (3,560,865 For / 333,824 Against).
- Potential conflicts/interlocks – RED FLAG: Multiple PTIX directors/executives hold roles at Agenus (Armen – CEO/Chair of Agenus; Corvese – director at Agenus; Buell – President & COO of Agenus); PTIX uses Agenus facilities at no cost. While the Board deems Buell independent and has related-party policies overseen by the Audit Committee, the interlocks and facility reliance merit monitoring.
- Option repricing exposure – RED FLAG: Shareholders approved repricing of underwater options and a plan amendment to permit future repricings without additional shareholder votes; Buell had 161,250 “Eligible Options” subject to repricing (WAE price $9.33), indicating potential perceived misalignment risk if repricing becomes frequent.
Notes on Data Gaps
- Meeting attendance rates, cash retainers, director stock ownership guidelines, pledging/hedging policies, and say-on-pay results are not disclosed in the cited proxy materials. The Audit Committee (independent) oversees related-party transactions per policy.