AGENUS INC Pay vs Performance Disclosure
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid and certain financial performance of the Company for Dr. Armen, our principal executive officer (“PEO”), and our named executive officers other than our PEO (“Non-PEO NEOs”) for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
As noted in the CD&A, the principal incentive elements in the Company’s executive compensation program for 2023 were delivered in the form of annual bonuses (paid in the form of time-based options in lieu of cash) and equity awards in the form of time-based options. As is the case with many companies in the biotechnology industry, our incentive objectives are generally tied to the Company’s strategic and operational goals, and we did not use financial measures to link executive compensation to our financial performance in 2023. Accordingly, we have not included any “Company Selected Measure,” as contemplated under the SEC Pay Versus Performance disclosure rules, or provided a tabular list of financial performance measures.
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Value of Initial Fixed $100 Investment Based On: |
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Year |
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Summary Compensation Table Total for PEO ($)(1) |
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Compensation Actually Paid to PEO ($)(2) |
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Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) |
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Average Compensation Actually Paid to Non-PEO NEOs ($)(4) |
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Total Shareholder Return(5) |
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Peer Group Total Shareholder Return (6) |
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Net Loss ($)(7) |
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Company Selected Measure |
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2023 |
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5,856,319 |
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(1,232,388 |
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1,074,363 |
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848,288 |
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20.39 |
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115.42 |
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(257,437,042 |
) |
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N/A |
2022 |
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5,626,310 |
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(1,356,412 |
) |
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969,686 |
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1,088,774 |
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58.97 |
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111.27 |
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(230,655,670 |
) |
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N/A |
2021 |
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9,757,448 |
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8,844,707 |
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2,809,564 |
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2,548,466 |
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79.12 |
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124.89 |
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(28,723,733 |
) |
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N/A |
2020 |
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5,637,244 |
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(1,572,801 |
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1,178,911 |
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755,519 |
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78.13 |
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125.69 |
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(182,891,108 |
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N/A |
(1) Represents the total from the Summary Compensation Table in each applicable year for Dr. Armen, who was the PEO for all four years reported in the table (2020-2023).
(2) Represents the amount of compensation actually paid to Dr. Armen, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the adjustments made to the PEO’s total compensation for each year to determine the compensation actually paid for the relevant year.
(3) Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2023 and 2022, Dr. O’Day and Ms. Klaskin; and for 2021, Drs. Buell and O’Day, Ms. Klaskin, and Mr. Krauss, and for 2020, Dr. Buell, Mr. Kearns, Ms. Klaskin, and Mr. Krauss.
(4) Represents the average amount of compensation actually paid to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the adjustments made to the average total compensation for each year to determine the compensation actually paid for the relevant year.
(5) Represents the cumulative total shareholder return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2019 through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total shareholder return is reported. The Company did not pay dividends for any of 2023, 2022, 2021, or 2020.
(6) Represents the weighted cumulative total shareholder return on $100 invested in our peer group as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total shareholder return is reported. The peer group used for this purpose is the Nasdaq Biotechnology Index for all four years disclosed, which is the same peer group used in our Annual Report on Form 10-K for each of these years for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented.
(7) Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020, as applicable.
Compensation Actually Paid Adjustments
Year |
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Summary Compensation Table Total ($) |
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(Minus) Option Awards and Stock Awards Columns from the Summary Compensation Table ($) |
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Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) |
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Plus (Minus) Change in Fair Value from Prior Fiscal Year-end of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) |
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Fair Value as of the Vesting Date of Awards Granted and that Vest in the Same Year ($) |
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Plus (Minus) Change in Fair Value from Prior Fiscal Year-End Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) |
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(Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year ($) |
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Compensation Actually Paid ($) |
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PEO |
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2023 |
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5,856,319 |
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(4,208,320 |
) |
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— |
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(1,890,743 |
) |
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937,500 |
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(1,927,144 |
) |
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— |
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(1,232,388 |
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2022 |
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5,626,310 |
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(3,999,800 |
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2,887,244 |
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(1,600,793 |
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937,498 |
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(2,359,064 |
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(2,847,806 |
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(1,356,412 |
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2021 |
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9,757,448 |
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(8,276,866 |
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3,981,765 |
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(168,188 |
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589,498 |
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2,961,050 |
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— |
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8,844,707 |
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2020 |
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5,637,244 |
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(4,563,132 |
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3,634,486 |
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(3,083,658 |
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— |
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(10,353 |
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(3,187,388 |
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(1,572,801 |
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Non-PEO NEOs (Average) |
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2023 |
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1,074,363 |
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(292,147 |
) |
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— |
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(148,336 |
) |
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279,019 |
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(64,611 |
) |
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— |
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848,288 |
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2022 |
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969,686 |
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(261,250 |
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189,950 |
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(27,408 |
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254,873 |
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(14,653 |
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(22,424 |
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1,088,774 |
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2021 |
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2,809,564 |
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(1,423,324 |
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734,629 |
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(12,412 |
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130,087 |
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309,922 |
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— |
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2,548,466 |
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2020 |
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1,178,911 |
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(759,380 |
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624,484 |
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(222,779 |
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— |
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(18,190 |
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(47,527 |
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755,519 |
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For the values of equity awards included in the above table, fair values are calculated in accordance with FASB ASC Topic 718 and, in the case of performance-based stock options and performance shares, are based on the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by our Compensation Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.
Relationship Between Pay and Performance
Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our Net Income (Loss)
As noted above, as is the case with many companies in the biotechnology industry, the Company’s incentive objectives are generally tied to our strategic and operational goals rather than financial goals. Accordingly, our compensation program is not influenced by financial metrics, such as net income. For 2020, our net loss was $182.9 million as compared to the “compensation actually paid” of a negative $1.6 million for Dr. Armen and $0.8 million for the average of our Non-PEO NEOs. For 2021, our net loss was $28.7 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was $8.8 million and $2.5 million, respectively. In 2022, our net loss was $230.7 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was negative $1.4 million and a positive $1.1 million, respectively. With respect to 2023, our net loss was $257.4 million, while the “compensation actually paid” was a negative $1.2 million for Dr. Armen and a positive $0.8 million for the average of our Non-PEO NEOs. The fluctuations in our “compensation actually paid” were driven by the fluctuations in our stock price over the four-year period, particularly in light of the leverage of our executive compensation program towards equity awards.
Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our TSR
The following chart sets forth the relationship between compensation actually paid to our PEO and, the average compensation actually paid to our other Non-PEO NEOs, each as set forth in the table above, and our total shareholder return ("TSR") over the four-year period from 2020 through 2023.
Description of Relationship between our TSR and Peer Group Index TSR
The following chart compares our TSR over the four-year period from 2020 through 2023 to that of the NASDAQ Biotechnology Index over the same time period.
