TABLE OF CONTENTS

VOTING PROCEDURES

YOUR VOTE IS IMPORTANT. PLEASE TAKE THE TIME TO VOTE. Stockholders have a choice of voting over the internet, by telephone, by mail using a proxy card, or by attending the 20222024 Annual Meeting virtually. Please refer to the proxy card or other voting instructions included with these proxy materials for information on the voting methods available to you. If you vote over the internet, by telephone, or virtually at the 20222024 Annual Meeting, you do not need to return your proxy card.

Jennifer Buell, Ph.D.Brian Corvese

Age: 4766

Director since 2021

Dr. Buell has served as our President and Chief Executive Officer since February 2021. She brings more than 25 years of biopharmaceutical experience, leading teams to advance discovery candidates through to clinical development and commercialization. Dr. Buell was previously Chief Operating Officer at Agenus from 2018 to December 2021 and became the President at Agenus in December 2019 until December 2021. Dr. Buell continues to provide certain consulting services to Agenus. Since July 2020, Dr. Buell has served as a director of Protagenic Therapeutics, Inc. Dr. Buell has more than 25 years of biopharmaceutical R&D experience. From November 2013 to July 2016, Dr. Buell was Vice President, Research and Development Operations and Program Management at Agenus, expanding her role to include external affairs from July 2016 to November 2017, and from November 2017 to November 2018, she served as the Chief Communications and External Affairs Officer of Agenus. Prior to Agenus, Dr. Buell held leadership positions in R&D operations at Bristol-Myers Squibb and Harvard Clinical Research Institute (Baim), where she was involved in the development strategy and operations for a portfolio of industry and government-sponsored clinical programs. She obtained her Ph.D. in Cellular, Biochemical, and Molecular Biochemistry with an M.S. in Biostatistics from Tufts. We believe Dr. Buell is qualified to serve as a member of our board of directors due to her extensive experience in the life sciences industry, including as an executive, and her familiarity with MiNK from her role as an executive officer.

Ulf Wiinberg

Age: 63

Director since 2017

(a) Compensation Committee (Chair)

Mr. Wiinberg has almost 20 years of senior leadership experience, most recently serving as Chief Executive Officer of X+Vax Technology A.S., a biotech company committed to developing vaccines against pathogens acquired by mucosal infection such as herpes. Mr. Wiinberg previously served as Chief Executive Officer of H. Lundbeck A/S (“Lundbeck”) from June 2008 to December 2014. Lundbeck is a global pharmaceutical company developing and marketing treatments for psychiatric and neurological disorders. He previously served on the boards of several health care industry associations and held multiple executive roles at Wyeth, one of the world’s largest research- driven pharmaceutical companies, when was acquired by Pfizer in 2009. He served as President of Wyeth Europe, Africa and Middle East; President of Consumer Healthcare; Managing Director of Wyeth UK, and in various commercial positions. Mr. Wiinberg currently serves on the boards of UCB SA, a global biopharmaceutical company based in Belgium, Hansa Medical AB (Chairman), a Swedish biopharmaceutical company, Alfa Laval AB, a Swedish industrial company, and Agenus. Mr. Wiinberg brings to our Board years of experience in the biotechnology, pharmaceutical and healthcare industries internationally as well as extensive corporate governance experience.

CLASS II DIRECTORS – TERMS TO EXPIRE IN 2023

Garo H. Armen, Ph.D.

Age: 69

Founder and Chairman of MiNK Therapeutics, Inc.

Director since 2017

Dr. Armen has served as the Chairman of our Board since July 2017. Dr. Armen also serves as Chairman and Chief Executive Officer of Agenus, which he co-founded in 1994. Dr. Armen previously served as President of Agenus from the company’s founding until December 2019. From mid-2002 through 2004, he was Chairman of the Board of Directors for the biopharmaceutical company Elan Corporation, plc which he helped restructure. Dr. Armen currently serves as non-executive Chairman of the Board of Directors of Protagenic Therapeutics,

Inc., a publicly held biotechnology company. Dr. Armen is also the founder and Chairman of the Children of Armenia Fund, a philanthropic organization established in 2000 that is dedicated to the positive development of the children and youth of rural Armenia. He holds a Ph.D. degree in physical organic chemistry from the City University of New York. We believe Dr. Armen is qualified to serve as a member of our board of directors due to his extensive experience in the life sciences industry, including serving as an executive.

Barbara Ryan

Age: 62

Chief Executive Officer of

Barbara Ryan Advisors

Director since 2021

(a) Audit Committee (Chair)

(b) Compensation Committee

Ms. Ryan is the CEO of Barbara Ryan Advisors, and a Senior Advisor at EY. Previously, Ms. Ryan was a Wall Street research analyst; a Managing Director and Head of Pharmaceutical Research at Deutsche Bank; and began her career covering the pharmaceutical industry at Bear Stearns in 1982. She has been the lead analyst on high-profile IPO’s, including Express Scripts, PSSI, Henry Schein, and Flamel Technologies, and, as a consultant, has provided strategic counsel and tactical support deals, including Shire/Abbvie, Shire/Baxalta, and Allergan/Valeant. Ms. Ryan has raised over $1.5 B for emerging biopharma companies in IPOs, follow-ons, PIPEs and convertible debt transactions. She has led the IR/PR programs, or served as senior strategic investor relations counsel, to firms including Shire, Cardinal Health, Zoetis, Agenus, Radius Health, Eloxx, Rafael Holdings, Centrexion, Esperion, ContraFect, Relypsa, Syndax, Allergan, and Perrigo. In 2012, Ms. Ryan formed Barbara Ryan Advisors, a life sciences capital markets strategic advisory firm, and joined FTI Consulting as Managing Director. Ms. Ryan is the Founder of Fabulous Pharma Females, a non-profit dedicated to advancing and mentoring women in biopharma. Ms. Ryan is currently a member of the Gilda’s Club NYC Board of Directors, serves on several Advisory Boards, and writes a monthly Finance Column for Pharma Executive Magazine. Ms. Ryan serves of the boards of of INVO BioScience, Inc. and Indivior Inc. We believe Ms. Ryan is qualified to serve as a member of the board of directors due to her extensive experience as an executive and consultant in the life science industry and research analyst covering the pharmaceutical industry.

CLASS III DIRECTORS—TERMS TO EXPIRE IN 2024

John Baldoni, Ph.D.

Age: 70

Director since 2021

(a) Nominating and Corporate Governance Committee (Chair)

Dr. Baldoni has over 40 years of experience in the pharmaceutical industry. He spent 29 years at GSK R&D including 11 years on its Executive Leadership Team, leading its Platform Technology and Science organization which comprised about 40% of R&D headcount. In this role, his organization supported development of small molecules, biopharmaceuticals and cell and gene therapy modalities. Most recently Dr. Baldoni was the Chief Technology Officer of Integral, a biotech formed to integrate healthcare data, computation, and science to redefine the drug discovery and development process. Dr. Baldoni has participated in the research and development of scores of commercial products.

Currently, Dr. Baldoni is an independent consultant, President of Scinovo Consulting LLC and is an advisor to several emerging technology companies. He is a proponent of seeking, integrating and implementing innovative approaches to drug discovery and development. He conceptualized and is currently Senior Science Advisor to the Accelerating Therapeutics for Opportunities in Medicine (ATOM) consortium – an open membership, public/

private partnership currently comprised of Pharma, Tech, Lawrence Livermore National Laboratory, Frederick National Laboratory for Cancer Research, and the University of California, San Francisco. Dr. Baldoni was Chair of the Executive Committee of the Alliance for Artificial Intelligence in Healthcare, an organization formed to foster improved healthcare by responsible investment, invention, and innovation in artificial intelligence. Dr. Baldoni received his Ph.D. from Penn State University in Biological Chemistry. We believe Dr. Baldoni is qualified to serve as a member of our board of directors due to his extensive experience as a senior leader in the pharmaceutical industry.

Brian Corvese

Age: 64

President and Founder of Vencor Capital

Director since 2017

(a) Audit Committee

(b) Compensation Committee Chair

(c) Nominating and Corporate Governance Committee

Since 1999, Mr. Corvese has been the President and Founder of Vencor Capital (“Vencor”), a private equity firm with telecommunications and technology investments in the Middle East and Mediterranean regions. Prior to working at Vencor, Mr.

Corvese worked on investments in the U.S. and global equity markets as a Managing Director and partner at Soros Fund Management, the largest hedge fund in the world at the time. From 1988 to 1996, Mr. Corvese was a partner at Chancellor Capital Management (“Chancellor”), a $25 billion money management firm. While at Chancellor, Mr. Corvese was a Portfolio Manager with responsibility for investments made in basic industries, restructurings, and special situations, corporate governance investments, as well as founded and managed his own hedge fund. From 1981 to 1988, Mr. Corvese was with Drexel Burnham Lambert (“Drexel”) as an equity analyst following the chemical and specialty chemical industries and participated in a significant number of merger and acquisition activities. While at Drexel, Mr. Corvese was a member of the top chemical and specialty chemical research team, as ranked by Institutional Investor. In addition to serving on the Board of MiNK, Mr. Corvese currently serves on the Board of Directors of Agenus , the National Telecommunications Corporation, based in Cairo, Egypt, and Protagenic Therapeutics based in Ontario, Canada. Mr. Corvese earned degrees in finance and political science from The University of Rhode Island and attended New York University Graduate School. With over 30 years of experience in the financial industry, Mr. Corvese brings substantial financial expertise to our Board.

CLASS I DIRECTORS – TERMS TO EXPIRE IN 2025

Jennifer Buell, Ph.D.

Age: 49

Co-Founder, Chief Executive Officer and President of MiNK Therapeutics, Inc.

Director since 2021

Dr. Buell has served as our President and Chief Executive Officer since February 2021. She brings more than 25 years of biopharmaceutical experience, leading teams to advance discovery candidates through to clinical development and commercialization. Dr. Buell was previously Chief Operating Officer at Agenus from 2018 to December 2021, became the President at Agenus in December 2019 until December 2021, provided consulting services to Agenus from January 2022 until December 2022, and since January 2023 has held the position of Chairman of the Executive Counsel at Agenus. Since July 2020, Dr. Buell has served as a director of Protagenic Therapeutics, Inc. Dr. Buell has more than 25 years of biopharmaceutical R&D experience. From November 2013 to July 2016, Dr. Buell was Vice President, Research and Development Operations and Program Management at Agenus, expanding her role to include external affairs from July 2016 to November 2017, and from November 2017 to November 2018, she served as the Chief Communications and External Affairs Officer of Agenus. Prior to Agenus, Dr. Buell held leadership positions in R&D operations at Bristol-Myers Squibb and Harvard Clinical Research Institute (Baim), where she was involved in the development strategy and operations for a portfolio of industry and government-sponsored clinical programs. She obtained her Ph.D. in Cellular, Biochemical from Tufts University.

Ulf Wiinberg

Age: 65

Director since 2017

(a) Compensation Committee (Chair)

Mr. Wiinberg has almost 20 years of senior leadership experience, most recently serving as Chief Executive Officer of X+Vax Technology A.S., a biotech company committed to developing vaccines against pathogens acquired by mucosal infection such as herpes. Mr. Wiinberg previously served as Chief Executive Officer of H. Lundbeck A/S (“Lundbeck”) from June 2008 to December 2014. Lundbeck is a global pharmaceutical company developing and marketing treatments for psychiatric and neurological disorders. He previously served on the boards of several health care industry associations and held multiple executive roles at Wyeth, one of the world’s largest research- driven pharmaceutical companies, when was acquired by Pfizer in 2009. He served as President of Wyeth Europe, Africa and Middle East; President of Consumer Healthcare; Managing Director of Wyeth UK, and in various commercial positions. Mr. Wiinberg currently serves on the boards of UCB SA, a global biopharmaceutical company based in Belgium, Hansa Medical AB (Chairman), a Swedish biopharmaceutical company, Alfa Laval AB, a Swedish industrial company, and Agenus. Mr. Wiinberg brings to our Board years of experience in the biotechnology, pharmaceutical and healthcare industries internationally as well as extensive corporate governance experience.

CLASS II DIRECTORS – TERMS TO EXPIRE IN 2026

Garo H. Armen, Ph.D.

Age: 71

Co-Founder and Chairman of MiNK Therapeutics, Inc.

Director since 2017

Dr. Armen has served as the Chairman of our Board since July 2017. Dr. Armen also serves as Chairman and Chief Executive Officer of Agenus Inc. ("Agenus"), which he co-founded in 1994. Dr. Armen previously served as President of Agenus from the company’s founding until December 2019. From mid-2002 through 2004, he was Chairman of the Board of Directors for the biopharmaceutical company Elan Corporation, plc which he helped restructure. Dr. Armen currently serves as non-executive Chairman of the Board of Directors of Protagenic Therapeutics, Inc., a publicly held biotechnology company. Dr. Armen is also the founder and Chairman of the Children of Armenia Fund, a philanthropic organization established in 2000 that is dedicated to the positive development of the children and youth of rural Armenia. He holds a Ph.D. degree in physical organic chemistry from the City University of New York. We believe Dr. Armen is qualified to serve as a member of our board of directors due to his extensive experience in the life sciences industry, including serving as an executive.

Barbara Ryan

Age: 64

Chief Executive Officer of

Barbara Ryan Advisors

Director since 2021

(a) Audit Committee (Chair)

(b) Compensation Committee

Ms. Ryan is the CEO of Barbara Ryan Advisors, and a Senior Advisor at EY. Previously, Ms. Ryan was a Wall Street research analyst; a Managing Director and Head of Pharmaceutical Research at Deutsche Bank; and began her career covering the pharmaceutical industry at Bear Stearns in 1982. She has been the lead analyst on high-profile IPOs, including Express Scripts, PSSI, Henry Schein, and Flamel Technologies, and, as a consultant, has provided strategic counsel and tactical support deals, including Shire/Abbvie, Shire/Baxalta, and Allergan/Valeant. Ms. Ryan has raised over $1.5 B for emerging biopharma companies in IPOs, follow-ons, PIPEs and convertible debt transactions. She has led the IR/PR programs, or served as senior strategic investor relations counsel, to firms including Shire, Cardinal Health, Zoetis, Agenus, Radius Health, Eloxx, Rafael Holdings, Centrexion, Esperion, ContraFect, Relypsa, Syndax, Allergan, and Perrigo. In 2012, Ms. Ryan formed Barbara Ryan Advisors, a life sciences capital markets strategic advisory firm, and joined FTI Consulting as Managing Director. Her clients include Agenus Inc. Ms. Ryan is the Founder of Fabulous Pharma Females, a non-profit dedicated to advancing and mentoring women in biopharma. Ms. Ryan is currently a member of the Red Door Community NYC Board of Directors, serves on several Advisory Boards, and writes a monthly Finance Column for Pharma Executive Magazine. Ms. Ryan serves of the boards of INVO BioScience, Inc. and Indivior Inc. We believe Ms. Ryan is qualified to serve as a member of the board of directors due to her extensive experience as an executive and consultant in the life science industry and research analyst covering the pharmaceutical industry.

Vote Required

The three nomineesnominee for director receiving the highest number of votes FOR election will be elected as directors. This is called a plurality. If your shares are held by your broker, bank, or nominee in “street name” and if you do not vote your shares or instruct your broker, bank, or nominee how to vote with respect to this item, your unvoted shares will be counted as “broker non-votes.” “Broker non-votes” are not counted for purposes of electing directors. You may vote FOR each of the nominees, WITHHOLD your vote from each of the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and will have no effect on the results of the vote.

The Board of Directors recommends a vote FOR each of the nomineesnominee for Director.

The Chairman will surveysurveys the Board members to assess the effectiveness of the Board and its committees.committees on an annual basis. Using these surveys, the Chairman will assessassesses the Board’s performance, and the performance of individual members, and reportreports his conclusions to the full Board. The assessment will also evaluateevaluates the Board’s effectiveness in reviewing executive management, conducting appropriate oversight and adding value to MiNK. Each of the Board’s standing committees will also conductconducts annual self-evaluations.

At each Board meeting, each Board member has the opportunity to assess the effectiveness of the materials presented and the conduct of the meeting, and to offer suggestions for improvement at future meetings.

Code of Business Conduct and Ethics

The Board originally adopted our Code of Business Conduct and Ethics (the “Code of Ethics”) in 2021.2021, and the Code of Ethics was updated in 2023. The Code of Ethics applies to all members of the Board and all employees of MiNK, including our Chief Executive Officer and Principal Financial and Accounting Officer. Among other matters, our Code of Ethics prohibits the members of the Board and all employees of MiNK from buying or selling our securities while in possession of material, non-public information about the Company. Our Code of Ethics is posted on the corporate governance section of our website at https://investor.minktherapeutics.com/corporate-governance/documents-and-charters. No material on our website is part of this proxy statement. We intend to post on our website all disclosures that are required by law or Nasdaq listing rules concerning any amendments to, or waivers from, our Code of Ethics. Stockholders may request a free printed copy of our Code of Ethics by writing to Investor Relations, MiNK Therapeutics Inc., 149 Fifth Avenue, Suite 500, New York, NY 10010.

Board Skills and Diversity

Our directors bring to our Board a diversity of skills, qualifications, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

We are dedicated to cultivating a culture of diversity, equity, and inclusion across all levels of our organization, and this commitment is reflected in the process that our Corporate Governance and Nominating Committee follows when selecting nominees. We actively seek out individuals with diverse backgrounds, experiences, and perspectives to bring fresh ideas and insights to our board.

As required by rules of Nasdaq, we are providing information about the gender and demographic diversity of our directors in the format required by Nasdaq rules. The information in the matrix below is based solely on information provided by our directors about their gender and demographic self-identification.

Board Diversity Matrix

(As of April 29, 2024)

Independence of Directors

Our Governance Guidelines and Nasdaq listing rules provide that a majority of the Board should be composed of independent directors. The Nominating and Corporate Governance Committee annually reviews the independence of the directors and reports to the Board which directors it recommends that the Board determine are independent. The Board then makes the final determination. The Board takes into account Nasdaq listing rules, applicable laws and regulations, and other factors in making its determinations including potential conflicts of interest, transactions, and other relationships that would reasonably be expected to compromise a director’s independence. The Board has determined that Dr. Baldoni, Mr. Behner, Mr. Corvese, Ms. Ryan and Mr. Wiinberg are currently independent directors. In making independence determinations with regard to other directors, the Board considered transactions between us and a director or a director’s affiliates and any positions a director holds with entities with commercial relationships with us.

Executive Sessions of Independent Directors

Our independent directors typically meet in executive session without management present after regularly scheduled Board meetings.

Leadership Structure of the Board

We believe a board should be small enough to permit thorough discussion of issues, but large enough to provide a mix of perspectives, maintain needed expertise and independence and satisfy the duties and responsibilities of the board.

Dr. Armen, a founder of the Company, serves as the Chairman of the Board. We believe that Dr. Armen is best situated to serve as Chairman because he is capable of effectively identifying strategic priorities and leading the discussion and execution of our Company’s strategy. Our independent directors and management have different perspectives and roles in strategy development.

The Company’s independent directors bring experience, oversight, and expertise from outside the Company and from inside and outside the Company’s industry, while Dr. Armen, as Chairman, and Dr. Buell, our Chief

Executive Officer bring Company-specific experience and expertise. To assure effective independent oversight, the Company has adopted a number of governance practices, including:

Committees of the Board

The Board currently has three standing committees: the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance and Nominating Committee. In March 2023, the Board created the Affiliate Transactions Committee to address certain matters that may arise between MiNK and Agenus, Inc. The Affiliate Transactions Committee will meet on an ad hoc basis at the request of the Board. The Board also appoints from time to time ad hocmay appoint additional committees to address specific matters.matters on a standing or ad hoc basis.

Audit and Finance Committee

Members:

Barbara Ryan, Chair

Peter Behner

Brian Corvese

Meetings in 2021: 12023: 5

Action by written consent in 2021: 02023: 2

The Audit Committee consists entirely of independent directors within the meaning of the Nasdaq listing rules and the requirements contemplated by Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). Following our initial public offering (“IPO”) in 2021,Throughout 2023, Mr. Behner, Mr. Corvese and Ms. Ryan (Chair) were members of the Audit Committee. The Board determined that Ms. Ryan qualifies as an audit committee financial expert. The Audit Committee’s primary function is to assist the Board in monitoring the integrity of our consolidated financial statements and our system of internal control. The Audit Committee has direct responsibility for the appointment, independence, and monitoring of the performance of our independent registered public accounting firm. The committee is responsible for pre-approving any engagements of our independent registered public accounting firm. The committee also reviews our risk management practices, strategic tax planning, preparation of quarterly and annual financial reports, and compliance processes.

The Audit Committee members meet regularly with our independent registered public accounting firm, without management present and with members of management in separate private sessions, to discuss any matters that the committee or these individuals believe should be discussed privately with the committee, including any significant issues or disagreements concerning our accounting practices or consolidated financial statements. The committee also reviews the Code of Ethics annually. The committee conducts a meeting each quarter to review our consolidated financial statements prior to the public release of earnings. The committee has the authority to engage special legal, accounting or other consultants to advise the committee. The committee also has the authority to

delegate to subcommittees any responsibilities of the full committee. The Audit Committee charter is posted on the corporate governance section of our website at https://investor.minktherapeutics.com/corporate-governance/documents-and-charters. No material on our website is part of this proxy statement. Please also see the Report of the Audit Committee on page 33.

Compensation Committee

Members:

Brian Corvese, Chair

Barbara Ryan

Ulf Wiinberg

Meetings in 2021: 02023: 3

Action by written consent in 2021:2023: 0

The Compensation Committee consists entirely of independent directors within the meaning of applicable Nasdaq listing rules and “non-employee“non-employee directors” for purposes of Rule 16b-3 under the 1934 Act. Following our IPO in 2021,Throughout 2023, Mr. Corvese (Chair), Ms. Ryan and Mr. Wiinberg were members of the Compensation Committee. The committee’s primary purpose is to approve, administer and interpret our executive, key employee and director compensation and benefit policies. The committee reviews, determines and approves the compensation of the Chief Executive Officer, all other executive officers and certain other key employees. It also reviews and recommends compensation for members of the Board. Additionally, the committee makes recommendations to the Board regarding the adoption of new incentive compensation and equity-based plans and administers existing incentive compensation and equity-based plans.

The Compensation Committee considers data from other companies for compensation comparison purposes and may retain an outside compensation consultant to evaluate our executive and board compensation programs and to provide market reference information relating to executive and board compensation. The committee has the authority to retain legal, accounting, or other consultants to advise the committee. The committee also has the authority to delegate to subcommittees any responsibilities of the full committee. The Compensation Committee charter is posted on the corporate governance section of our website at https://investor.minktherapeutics.com/corporate-governance/documents-and-charters. No material on our website is part of this proxy statement.

Nominating and Corporate Governance and Nominating Committee

Members:

John Baldoni, Ph.D. Chair

Peter Behner

Brian Corvese

Ulf Wiinberg

Meetings in 2021: 02023: 3

Action by written consent in 2021:2023: 0

The Nominating and Corporate Governance Committee consists entirely of independent directors within the meaning of applicable Nasdaq listing rules. During 2021,2023, the Nominating and Corporate Governance Committee consisted of Dr. Baldoni (Chair)(Chair until his resignation effective October 2023), Mr. Behner, and Mr. Corvese. The Nominating and Corporate Governance Committee is responsible for recommending to the Board policies relating to the conduct of Board affairs, the process for annual evaluation of the Board and the Chief Executive Officer, issues of corporate public responsibility, and overseeing the Company’s management succession planning process. It periodically evaluates the composition of the Board, the contributions of individual directors, and the Board’s effectiveness as a whole. The committee reviews the Company’s ethics and compliance activities under the Code of Ethics.

The NominatingCorporate Governance and Corporate GovernanceNominating Committee recommends to our full Board individuals to serve as directors. The committee recommends to the Board guidelines and criteria for Board membership and reviews with the Board, on a periodic basis, the appropriate skills and characteristics required of Board members in the context of the then current needs of MiNK. The committee is responsible for reviewing with the Board the appropriate personal characteristics and professional competencies preferred of Board members, who are

expected to work together as a team to properly oversee our strategies and operations. In general, all directors are expected to possess certain personal characteristics necessary to create a highly functional and collegial Board, which include personal and professional integrity, practical wisdom and mature judgment, an inquisitive and objective perspective, and time availability for performing the duties of a director.

The Board, as a group, is expected to encompass a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of our business. Examples of desired professional competencies include accounting and financial literacy, industry knowledge, medical or scientific knowledge, and management

experience. When evaluating potential new Board appointments, the NominatingCorporate Governance and Corporate GovernanceNominating Committee considers these factors, but does not have any fixed criteria for candidates it recommends because the Board believes that a flexible evaluation process allows the committee to make sound judgments based on the needs of the organization and specific attributes of each candidate without a need for a formal policy. Candidates should also be enthusiastic about service on our Board and working collaboratively with existing Board members to create value for all of our stockholders.

The NominatingCorporate Governance and Corporate GovernanceNominating Committee does not have a formal policy with regard to the consideration of director candidates recommended by stockholders because it does not believe such a policy is necessary given that it intends to evaluate each candidate for whom appropriate biographical information and background material is provided in a timely manner. When considering director candidates, the NominatingCorporate Governance and Corporate GovernanceNominating Committee, in consultation with the Chief Executive Officer and full Board, considers the current strengths on the existing Board, the current needs of the organization, and anticipated future activities and requirements of both the Board and the organization as a whole. Historically, director candidates have been generally identified primarily through referrals and the expansive and diverse network pool of the Board and senior executives. If the committee were to receive a recommendation for a director candidate from a stockholder, the committee expects that it would evaluate such a candidate using the criteria described above. To submit a recommendation for a nomination, a stockholder may write to MiNK Therapeutics Inc., 149 Fifth Avenue, Suite 500, New York, NY 10010, Attention: Secretary.

In addition, our bylaws permit stockholders to nominate individuals, without any action or recommendation by the committee or the Board, for election as directors at an annual meeting of stockholders. For a description of this bylaw provision, see Additional Information on page 34page27 of this proxy statement. The charter of the NominatingCorporate Governance and Corporate GovernanceNominating Committee is posted on the corporate governance section of our website at https://investor.minktherapeutics.com/corporate-governance/documents-and-charters. No material on our website is part of this proxy statement.

Communications with the Board

You may contact the Board or any committee of the Board by writing to Board of Directors (or specified committee), MiNK Therapeutics Inc., 149 Fifth Avenue, Suite 500, New York, NY 10010., Attn: Secretary. You should indicate on your correspondence that you are a MiNK stockholder. Communications will be distributed to the appropriate committee chairman, or other members of the Board or executive management, as appropriate, depending on the facts and circumstances stated in the communication received. Executive management will generally determine the proper response to inquiries of a commercial nature, which generally will not be forwarded to the Board. Inquiries regarding accounting, internal controls over financial reporting, or auditing matters will be forwarded to the Chair of the Audit Committee, and inquiries involving matters governed by the Code of Ethics will be forwarded to the Chair of the Nominating and Corporate Governance and Nominating Committee.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the year ended December 31, 20212023 were Mr. Corvese (Chair), Ms. Ryan, and Mr. Wiinberg. No member of the Compensation Committee was at any time during 2021,

2023, or formerly, an officer or employee of MiNK. No executive officer of MiNK has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity while an executive officer of that other entity served as a director of MiNK or member of the Compensation Committee.

Our Executive Officers

Jennifer S. Buell, Ph.D., 47,49, has served as our President and Chief Executive Officer since February 2021.2021 and is a co-founder of MiNK. She brings more than 25 years of biopharmaceutical experience, leading teams to advance discovery candidates through to clinical development to commercialization. Additional biographical information about Dr. Buell is set forth on page 87 above.

Marc van Dijk, Ph.D., 59,61, has served as our Chief Scientific Officer since March 2022.2022 and is a co-founder of MiNK. Previously, Dr. van Dijk served as our Chief Technology Officer from March 2020 to March 2022. Between 2014 and March 2022, Dr. van Dijk served as executive director and vice president of platform technology and as Chief Technology Officer at Agenus. Previously, he served as Chief Technology Officer of 4-Antibody, from 2008 until 2014, when it became a subsidiary of Agenus. Prior to this, Dr. van Dijk was Vice President, Antibody Technology at Genmab from 1999 to 2005, and Director of Applied Research at Innogenetics (now Fujirebio) from 2005 to 2007. Dr. van Dijk holds a Ph.D. in molecular biology from Utrecht University.

Christine M. Klaskin, 56,58, has served as our Treasurer since July 2017. Since October 2006, Ms. Klaskin has also served as Vice President, Finance of Agenus. Since joining Agenus in 1996 as finance manager, Ms. Klaskin has held various positions within Agenus’sAgenus’ finance department. From 2012 until 2017, Ms. Klaskin was a member of the board of directors of American DG Energy Inc. until its sale to Tecogen Inc. Prior to joining Agenus, Ms. Klaskin was employed by Arthur Andersen as an audit manager. Ms. Klaskin received her Bachelor of Accountancy from The George Washington University.

Under our bylaws, all of our executive officers are elected to their offices on an annual basis until the first meeting of our Board of Directors following our annual stockholder meeting. No family relationships exist among any of our directors or executive officers.

EXECUTIVE COMPENSATION

Introduction

Our executive compensation program is designed to attract and retain the highest caliber talent, reward strong performance and align incentives with the creation of long-term stockholder value, taking into consideration the Company’s resource constraints.

The following tables and discussion describe the material elements of the compensation awarded to, earned by, or paid to our named executive officers by us under our compensation and benefit plans and programs or, if applicable,for Ms. Klaskin, by Agenus in respect of theirher service to us, in each case, for the fiscal year ended December 31, 2021.2023. For 2021,2023, our named executive officers include our current executive officersare Jennifer S. Buell, Ph.D., our President and Chief Executive Officer, who also served as the President and Chief Operating Officer of Agenus in 2021, Marc van Dijk, Ph.D., our Chief Scientific Officer, who also served as the Chief Technology Officer of Agenus in 2021, and Christine M. Klaskin, our Treasurer, who also serves as Vice President, Finance, of Agenus, as well as Patrick N. Jordan, who currently serves as our Vice President of Business Operations.Agenus. These individuals are referred to collectively in this proxy statement as our “named executive officers.” Amounts in the tables below do not include any amounts awarded to, earned by, or paid to our named executive officers by Agenus in respect of their employment with or services provided to Agenus.

With respect to our named executive officers who were also officers of Agenus during 2021, and other than with respect to grants of Company equity awards, Agenus and the compensation committee of Agenus were responsible for determining the compensation of such named executive officers in fiscal year 2021. Otherwise, and with respect to all grants of Company equity awards to any of our named executive officers the Boardother than Ms. Klaskin, our Compensation Committee was responsible for determining the compensation of such executive officers during fiscal year 2021 prior2023. With respect to our initial public offering. Following our initial public offering, our Compensation CommitteeMs. Klaskin, who was generallyalso an officer of Agenus during 2023, Agenus and the compensation committee of Agenus were responsible for making such determinations.determining her compensation. Our President and Chief Executive Officer also made recommendations with respect to the compensation of her direct reports for fiscal year 2021.2023.

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 20212023 and if2022:

Narrative Disclosure to Summary Compensation Table

Base Salary

The employment or letter agreement as applicable, with each of Drs. Buell and van Dijk, and Mr. Jordan, described below, establishes an initial annual base salary for suchthe respective named executive officer, which has subsequently been increased for each named executive officer. For 2021,2023, the base salary for each of Drs. Buell and van Dijk was $448,000 (increased from $425,000 for 2022) and £270,000 (increased from £260,000 for 2022), respectively. For 2023, we did not pay any salary or annual bonus payments to any of our named executive officers other than Mr. Jordan.Ms. Klaskin. However, a portion of the base salary paid to Dr. Buell and Ms. Klaskin by Agenus was allocated to theirher services to us, as is reflected in the Summary Compensation Table above. For 2021, Mr. Jordan’s base salary was $360,000. Effective January 1, 2022, Dr. Buell’s base salary is $425,000 and Dr. van Dijk’s base salary is £260,000.

Annual Bonuses

With respect to fiscal year 2021, Mr. Jordan2023, each of Drs. Buell and van Dijk was eligible to receive an annual bonus, with the target amount of such annual bonus for each named executive officer initially set forth in his letteror her employment agreement with us, described below. In general, annualFor fiscal year 2023, the target bonus amounts, expressed as a percentage of base salary, for each of Drs. Buell and van Dijk were as follows: 50% and 35%, respectively. Annual bonuses for a fiscal year are2023 for Drs. Buell and van Dijk were based on the attainmentsuccessful performance of certainannual corporate performance and strategic goals as determined by our Compensation Committee. In 2023, the Boardcorporate goals and objectives included

• Demonstrating INKTs (agenT-797) cells can potentially overcome immune checkpoint inhibitor (ICI) resistance in solid cancers;

• Demonstrating INKTs (agenT-797) cells can potentially improve survival rates for acute respiratory distress syndrome (ARDS) patients compared to case-control groups;

• Demonstrating MiNK-215 therapy can potentially enhance tumor immune cell infiltration and reduce tumor burden in solid tumors; and

• Showcasing novel mechanisms of iNKT cells, including reversing T cell exhaustion, activating DCs, and depleting immunosuppressive M2 macrophages .

For 2023, we met or exceeded the majority of the corporate performance goals, resulting in our Compensation Committee in consultation with management. In 2021, the Company achieved certain goals related to its IPO, initiating a Phase 1 clinical trial of AGENT-797 for the treatment of multiple myeloma and the presentation of data from a Phase 1 clinical trial in COVID-19 respiratory failure and multiple myeloma. For 2021, the Board approvedapproving an annual incentive bonus payout for Mr. JordanDr. Buell at 75%205% of target. Thetarget and Dr. van Dijk at 100% of target. In 2024, the Board also determined to pay Mr. Jordan’sour employees, Drs. Buell and van Dijk, their annual bonusincentive bonuses in the form of fully vested stock,time-based options, in lieu of cash, with the number of

shares underlying such options determined by dividing 125% of stock having a value of 150% of Mr. Jordan’sthe annual incentive bonus that would have been otherwise been paid in cash determined based onto the fair market value of our stock on February 2, 2022 ($3.60 per share, which wasemployee by the closing price of our common stock on February 2, 2022),January 16, 2024 ($0.87 per share) . This resulted in Drs. Buell and van Dijk being granted 660,919 and 171,078, options respectively. These options vest as to 50% of the payment date for 2021 annual incentive bonuses. Dueunderlying shares on June 27, 2024 and as to 50% of the underlying shares on September 27, 2024, subject to the Board’s decision to pay annual bonuses in Company stock, Mr. Jordan received Company stockexecutives continued employment or service with an aggregate value onus through the issue date equal to 112.5% of his target annual bonus. Noneapplicable vesting date. The table below shows for each of Drs. Buell orand van Dijk (i) his or her target annual incentive bonus (as a percentage of base salary), (ii) actual annual incentive bonus that would have been received

if it had been paid in cash (as a percentage of base salary), and (iii) actual annual incentive bonus that would have been received if it had been paid in cash (as a percentage of target), in each case of (ii) and (iii) after giving effect to the 125% multiplier applied as a result of the payment in stock options. The amounts reported do not take into account the grant date fair value of the options.

Ms. Klaskin was not eligible to receive aan annual bonus in respect of his or her service to the Company for fiscal year 2021. Beginning in fiscal year 2022, each of Drs. Buell and van Dijk is eligible to receive an annual bonus, with the target amount of such annual bonus set forth in his or her employment agreement, described below.2023.

Agreements with Our Named Executive Officers

Each of Drs. Buell and van Dijk and Mr. Jordan is party to an employment or letter agreement with us or one of our subsidiaries that sets forth the terms and conditions of his or her employment. The agreements with Drs. Buell and van Dijk were entered into and effective in 2022, and did not govern their compensation for services to us in 2021.2022. The material terms of the agreements are described below. The terms “cause,” “good reason,” and “change in control” referred to below are defined in the respective named executive officer’s agreement.

Dr. Buell. We are party to an employment agreement with Dr. Buell that provides for her entitlement beginning January 1, 2022, to an initial annual base salary of $425,000,(which has subsequently been increased to the amount described above under “Base Salary”), subject to adjustment by the Board or our Compensation Committee, and an initial target annual bonus equal to 50% of her annual base salary, with the actual amount of such bonus to be determined by the Board or our Compensation Committee in accordance with the terms of the Company’s annual cash incentive program then in effect. In addition, Dr. Buell is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during her employment and for twelve (12) months after her termination of employment (excluding, with respect to the non-competition covenants, any termination of employment due to layoff or in the absence of reasonable grounds for termination as specified in the employment agreement), or, with respect to the non-solicitation covenants, for the greater of twelve (12) months after her termination of employment or the period during which Dr. Buell is receiving severance payments under the employment agreement.

Dr. van Dijk.We areDijk. One of our subsidiaries is party to an employment agreement with Dr. van Dijk that provides for his entitlement to an annual base salary of £260,000(which has subsequently been increased to the amount described above under “Base Salary”) and eligibility to earn an annual cash bonus, with a target of 35% of his annual base salary and a maximum payout of 200% of target, with the actual amount of such bonus based upon the achievement of applicable performance goals in the discretion of the Board. Dr. van Dijk’s employment agreement provides for an annual housing and travel budget of £18,000 and reimbursement for the cost of tax advice up to £2,500 per year. In addition, Dr. van Dijk is bound by restrictive covenants relating to confidentiality.

Mr. Jordan. We entered into a letter agreement with Mr. Jordan on November 12, 2020 that provides for a base salary of $360,000 per year and a target annual bonus equal to 35% of his base salary. Mr. Jordan also entered into a Restrictive Covenant and Intellectual Property Agreement under which he has agreed to certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during his employment and for one year after his termination of employment.

We do not have any employment or services agreement with Ms. Klaskin, who is also a named executive officer of Agenus. A portion of Ms. Klaskin’s compensation from Agenus was allocated to us during 2021,2023, as described above.

Severance Upon Termination of Employment; Change in Control

Dr. Buell.Under her employment agreement, if Dr. Buell’s employment is terminated by the Company without cause or she resigns due to a material reduction in her base salary outside of a change in control,

Dr. Buell will be entitled to (i) continued base salary (existing at the time of her termination of employment) for twelve (12) months following the date of termination, (ii) a lump sum payment equal to the greater of her target cash incentive bonus or the annual cash incentive bonus paid to her for the year prior to the termination of employment, (iii) an amount equal to the full premium cost of her participation in the Company’s group medical and dental plans under COBRA for up to twelve (12) months, subject to her eligibility for, and timely election of, COBRA coverage, and (iv) a lump sum payment of $15,000 for outplacement services, plus an amount sufficient to cover any taxes payable in connection with such outplacement assistance benefit.

If Dr. Buell resigns not due to a material reduction in her base salary, she must provide 180 days’ notice to the Company. The Board may waive the notice period, or any portion thereof, and if the Board so elects, the Company will pay Dr. Buell her base salary for the notice period (or for any remaining portion of the period so waived).

Upon a change in control of the Company, 50% of any stock options or restricted stock awards held by Dr. Buell that are outstanding and unvested as of the date of the change in control will vest. If Dr. Buell’s employment is terminated without cause or Dr. Buell resigns for good reason or due to a material reduction in her base salary, in each case within eighteen (18) months following

a change in control, Dr. Buell will be entitled to (i) a lump sum payment in an amount equal to (x) eighteen (18) months of her base salary (existing at the time of her termination of employment), plus (y) 150% of the greater of her target cash incentive bonus or the annual cash incentive bonus paid to her for the year prior to the termination of employment, (ii) an amount equal to the full premium cost of her participation in the Company’s group medical and dental plans under COBRA for up to eighteen (18) months, subject to her eligibility for, and timely election of, COBRA coverage, (iii) a lump sum payment of $15,000 for outplacement services, plus an amount sufficient to cover any taxes payable in connection with such outplacement assistance benefit, and (iv) full accelerated vesting of any stock options and restricted stock awards held by Dr. Buell on the date of termination, with stock options remaining exercisable for ninety (90) days following her termination of employment.

Dr. van Dijk.Under his employment agreement, to terminate the employment agreement where no circumstance of gross misconduct exists, both we and Dr. van Dijk are equally required to give advance written notice of a specified time period of between one and three months, depending on the length of Dr. van Dijk’s employment at the time of termination. We may waive the notice period, or any portion thereof, in which case we will pay Dr. van Dijk his base salary for the notice period (or for any remaining portion of the period so waived).

We havedo not providedprovide any severance or change in control related benefits to any of our other named executive officers.Ms. Klaskin.

Equity Compensation

Drs. Buell and van Dijk and Mr. Jordan each hold options to purchase shares of our common stock, and Dr. Buell holds restrictedRSUs in respect of our common stock, units, in each case, granted under our 2018 Equity Incentive Plan (our “2018 Plan”) or under our 2021 Equity Incentive Plan (the “2021 Plan”), which the Board adopted in connection with our initial public offering.. Each of Drs.Dr. Buell and van Dijk and Ms. Klaskin participated in the Agenus equity plans in 2021,2023, but such participation was solely related to the services the named executive officer provided to that entity and awards under those plans are not disclosed or otherwise discussed in this proxy statement.

Each of Drs. Buell and van Dijk and Mr. Jordan received Company equity awards under the 2018 Plan during fiscal year 2021, as follows:

On February 11, 2021, Dr. Buell was granted an option to purchase 556,600 shares of our common stock, which vested as to 33% of the underlying shares on February 11, 2022 and vests as to the remaining underlying shares in eight equal quarterly installments thereafter, in each case, generally subject to Dr. Buell’s continued employment with us through the applicable vesting date.

On September 27, 2021, Dr. Buell was granted 695,750 restricted stock units, which vest as to 100% of the restricted stock units on September 27, 2023, generally subject to Dr. Buell’s continued employment through such date.

On February 11, 2021, Dr. van Dijk was granted an option to purchase 55,660 shares of our common stock, which vested as to 33% of the underlying shares on February 11, 2022 and vests as to the remaining underlying shares in eight equal quarterly installments thereafter, in each case, generally subject to Dr. van Dijk’s continued employment with us through the applicable vesting date.

On February 11, 2021, Mr. Jordan was granted an option to purchase 27,830 shares of our common stock, which vested as to 33% of the underlying shares on February 11, 2022 and vests as to the remaining underlying shares in eight equal quarterly installments thereafter, in each case, generally subject to Mr. Jordan’s continued employment with us through the applicable vesting date.

Each of Drs. Buell and van Dijk and Mr. Jordan also received Company equity awards under the 2021 Plan during fiscal year 2022,2023, as follows:

On January 21, 2022,9, 2023, Dr. Buell was granted an option to purchase 1,359,600500,000 shares of our common stock. Fifty percent of theThe options are subject to time-based vesting and vestvested as to 35%one-third (1/3) of the underlying time-based shares on January 21, 20259, 2024 and vest as to the remaining 65%two-thirds (2/3) of the underlying time-based shares on January 21, 2026, and 50% of the options are subject to performance-based vesting and vest depending on the Company’s achievement of specified milestones prior to December 31, 2025, in each case,eight equal quarterly installments thereafter, generally subject to Dr. Buell’s continued employment with us or our affiliates through the applicable vesting date. UponOn October 11, 2023, Dr. Buell and the Company agreed that Dr. Buell would relinquish to the Company shares she was issued upon the vesting of an award of 695,750 RSUs originally granted in connection with our IPO, which vested on September 27, 2023. On October 11, 2023, Dr. Buell was granted 695,750 RSUs that vest over a changefive-year period, with one-third (1/3) of the RSUs vesting on each of the third, fourth, and fifth anniversaries of the grant date, generally subject to Dr. Buell’s continued employment with us or our affiliates through the applicable vesting date. Our Compensation Committee determined to grant this RSU award to Dr. Buell to replace the shares issued in controlrespect of the RSU award, which Dr. Buell forfeited and returned to the Company, in the best interest of the Company, priorwhile also imposing a time-based vesting condition on the new RSU award to December 31, 2025,encourage Dr. Buell’s continued employment with the performance-based options will vest in full.Company.

On January 21, 2022,9, 2023, Dr. van Dijk was granted an option to purchase 125,00015,000 shares of our common stock. Fifty percent of theThe options are subject to time-based vesting and vestvested as to 35%one-third (1/3) of the underlying time-based shares on January 21, 20259, 2024 and vest as to the remaining 65%two-thirds (2/3) of the underlying time-based shares on January 21, 2026, and 50% of the options are subject to performance-based vesting and vest depending on the Company’s achievement of specified milestones prior to December 31, 2025, in each case,eight equal quarterly installments thereafter, generally subject to Dr. van Dijk’s continued employment with us or our affiliates through the applicable vesting date. Upon a change in control of the

Ms. Klaskin did not receive any Company prior to December 31, 2025, the performance-based options will vest in full.equity awards during fiscal year 2023.

On January 21, 2022, Mr. Jordan was granted an option to purchase 25,000 shares of our common stock. Fifty percent of the options are subject to time-based vesting and vest as to 35% of the underlying time-based shares on January 21, 2025 and as to the remaining 65% of the underlying time-based shares on January 21, 2026, and 50% of the options are subject to performance-based vesting and vest depending on the Company’s achievement of specified milestones prior to December 31, 2025, in each case, generally subject to Mr. Jordan’s continued employment with us or our affiliates through the applicable vesting date. Upon a change in control of the Company prior to December 31, 2025, the performance-based options will vest in full.

Employee and Retirement Benefits

During 2021,2023, our U.S.-based named executive officers participated in broad-based health and welfare benefit plans offered by Agenus that are also available to all of our full-time employees in the United States, including health, life, disability, vision and dental insurance plans, and participated in these plans on the same basis as other eligible employees. In addition, during fiscal year 2021,2023, our U.S.-based named executive officers participated in the Agenus 401(k) retirement plan (the “401(k) plan”). The 401(k) plan is intended to be a tax-qualified defined contribution retirement plan under which eligible employees may defer their eligible compensation, subject to the limits imposed by the Internal Revenue Code. Dr. van Dijk is eligible to participate in a defined contribution pension plan maintained for eligible employees in the U.K. (the “pension plan”), and for benefits under medical, health and life assurance schemes that we may maintain from time to time for our

eligible employees in the U.K. Other than the 401(k) plan and the pension plan, our employees, including our named executive officers, do not participate in any qualified or non-qualified

retirement or deferred compensation benefits, and we do not maintain any supplemental health and welfare plans for our named executive officers.

Outstanding Equity Awards at 20212023 Fiscal Year-End

The following table shows outstanding Company equity awards held by the named executive officers as of December 31, 2021.2023. Ms. Klaskin did not hold any Company equity awards as of December 31, 2023.