Agenus grants CEO Garo Armen a special performance stock option award

Agenus Inc. disclosed in an 8-K dated August 10, 2026 that the Compensation Committee of the Board of Directors approved a special, one-time performance-based stock option award to Garo H. Armen, Ph.D., the Company's Chairman and Chief Executive Officer, under the Company's Amended and Restated 2019 Equity Incentive Plan.¹ The company said the Committee acted with the assistance of its independent compensation consultant, Aon Talent Solutions, which evaluated multiple alternative structures.¹

The award totals 1,971,500 performance-based stock options with a 10-year term.¹ At Armen's request, the exercise price of the options was set at $7.78 per share, the price at which options were granted to other members of the Company's management team on August 5, 2026, which exceeded the closing price of the Company's common stock on August 10, 2026.¹ The filing notes that Dr. Armen requested that his options not be priced below those of his team, resulting in a premium exercise price.¹

The options are structured in tiers: the options are divided into five equal tranches, each of which vests only if the Company's stock price achieves and sustains, for 30 consecutive calendar days during the five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share, subject in each case to a minimum three-year service requirement.¹

Forfeiture terms are strict: unvested options are forfeited upon termination of employment for any reason, including retirement and in connection with a change in control, and no acceleration provisions apply; in the case of death or disability, the Committee retains discretion to vest previously earned tranches.¹ Additionally, shares acquired upon exercise, except as necessary to pay tax withholding, are generally subject to a one-year post-exercise holding requirement, and the award is subject to the Company's clawback policy.¹