Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On October 8, 2020, the Board of Directors (the "Board") of Agenus Inc. (the "Company") elected Susan Hirsch to become a director of the Company. Ms. Hirsch was elected as a Class II director with an initial term that expires at the Company's annual meeting of stockholders in 2023.

For the past 15 years, Ms. Hirsch was a Managing Director and Portfolio Manager at Nuveen, a TIAA Company, responsible for Nuveen's TIAA-CREF Large-Cap Growth Fund with $6.6 billion in assets. Prior to Nuveen, Ms. Hirsch held investment management positions at Jennison Associates, Lehman Brothers Global Asset Management and Delphi Asset Management. Ms. Hirsch received a Bachelor of Science degree in accounting and finance from Brooklyn College. The Board has deemed that Ms. Hirsch is a highly qualified candidate to serve on the Board.

In connection with her election to the Board, Ms. Hirsch was granted an option to purchase 100,000 shares of the Company's common stock pursuant to the Company's 2019 Equity Incentive Plan and the Company's non-employee director compensation program. The option has a per-share exercise price equal to the closing price of the Company's common stock on the Nasdaq Capital Market on the date of grant and a 10-year term, and it vests over three years in equal annual installments (provided Ms. Hirsch maintains a service relationship with the Company through each such vesting date). As a non-employee director, Ms. Hirsch will also receive cash and additional equity compensation paid by the Company pursuant to its non-employee director compensation program. There are no arrangements or understandings between Ms. Hirsch and any other person pursuant to which Ms. Hirsch was selected as a director, and there are no transactions between Ms. Hirsch and the Company that would require disclosure under Item 404(a) of Regulation S-K.

On October 13, 2020, the Company issued a press release announcing Ms. Hirsch's appointment to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.        Description

99.1           Press release issued by Agenus Inc. dated October 13, 2020

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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