AGENUS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 20162019 Annual Meeting of Stockholders for ten days before the meeting during ordinary business hours at our principal offices at 3 Forbes Road, Lexington, Massachusetts 02421.

It is important that your shares be represented at the 20162019 Annual Meeting of Stockholders. Therefore, whether or not you plan to attend the meeting, please complete your proxy and return it to us. If you attend the meeting and wish to vote in person, your proxy will not be used. You may also vote your shares over the internet or by telephone. Instructions for internet or telephonic voting are printed on your proxy card.

April 28, 201626, 2019

TABLE OF CONTENTS

AGENUS INC.

3 Forbes Road

Lexington, Massachusetts 02421

Telephone:(781) 674-4400

PROXY STATEMENT

APRIL 28, 2016April 26, 2019

This proxy statement contains information about the 20162019 Annual Meeting of Stockholders of Agenus Inc. (the “2016“2019 Annual Meeting”), including any postponements or adjournments of the meeting. The 20162019 Annual Meeting will be held at Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421 on June 14, 201619, 2019 at 5:00 P.M., Eastern Time.

In this proxy statement, we refer to Agenus Inc. as “Agenus,” “us,” “we” or the “Company.”

This proxy statement and solicitation is being made on behalf of the Board of Directors of Agenus Inc.

In accordance with the “e-proxy”“notice and access” rules approved by the Securities and Exchange Commission (“SEC”) and in connection with the solicitation of proxies by our Board of Directors, on or about April 28, 201626, 2019 we first sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials (consisting of this proxy statement, our Annual Report on Form10-K for the year ended December 31, 20152018 and a form of proxy) over the internet to each stockholder entitled to vote at the 20162019 Annual Meeting. We intend to mail to requesting stockholders full sets of our proxy materials (consisting of this proxy statement, our Annual Report onForm 10-K for the year ended December 31, 20152018 and a form of proxy) on or about April 28, 2016.26, 2019.

Our Annual Report on Form10-K for the year ended December 31, 20152018 is also available on the “Financial” section of our corporate website athttp://investor.agenusbio.com/sec-filingsSEC-Filings and through the SEC’s EDGAR system athttp://www.sec.gov. To request a printed copy of our Annual Report onForm 10-K, which we will provide to you without charge, write to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421. No material on our website is part of this proxy statement.

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 in person at the 20162019 Annual Meeting. 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 in person at the 20162019 Annual Meeting, you do not need to return your proxy card.

		•   By mail. Complete and sign the enclosed proxy card and mail it in the enclosed postage prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your shares will be voted according to your instructions. If you do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors.
		•   In person at the 20162019 Annual Meeting. If you attend the 20162019 Annual Meeting in person, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.   If your shares are registered in “street name,” you have the right to direct your broker, bank, or nominee how to vote your shares by using the voting instruction card included in the mailing, or by following their instructions for voting over the internet or by telephone.
How can I change my vote?		If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the 20162019 Annual Meeting. To do this, you must do one of the following:   •   Vote over the internet as instructed above. Only your latest internet vote is counted.   •   Vote by telephone as instructed above. Only your latest telephonic vote is counted.   •   Sign a new proxy card and submit it as instructed above.   •   Attend the 20162019 Annual Meeting and vote in person.Attending the meeting will not revoke your proxy unless you specifically request itit..   If your shares are held in “street name,” you may submit new voting instructions by contacting your broker, bank, or nominee. You may also vote in person at the 20162019 Annual Meeting if you deliver a valid and completed proxy card as described in the answer to the “How do I vote?” question above.
Will my shares be voted if I do not return my proxy?		If your shares are registered directly in your name, your shares will not be voted if you do not vote over the internet, vote by telephone, return your proxy, or vote in person at the 20162019 Annual Meeting.   If your shares are held in “street name,” your broker, bank, or nominee, under certain circumstances, may vote your shares for you if you do not return your proxy. A broker, bank, or nominee has authority to vote customers’ unvoted shares on some routine matters. If you do not give a proxy to your broker, bank, or nominee to vote your shares, it may either vote your shares on routine matters, or leave your shares unvoted. Proposal 2 (to approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 140,000,000240,000,000 to 240,000,000)400,000,000) and Proposal 54 (to ratify the appointment of KPMG LLP as our independent registered public accounting firm) are the only proposals that are considered routine matters for this purpose. Your broker, bank, or

What does it mean if I receive more than one proxy card?		It means that you have more than one account, which may be at the transfer agent or brokers. Please vote over the internet or by telephone, or complete and return all proxies for each account to ensure that all of your shares are voted.
Who can attend the 2019 Annual Meeting?		Any Company stockholder as of the close of business on the record date may attend the meeting. Stockholders must present a valid form of photo identification, such as a driver’s license, in order to be admitted to the meeting. If your shares are held in street name (beneficially held in the name of a broker, bank or other holder of record), you must also present proof of your ownership, such as a bank or brokerage account statement, to be admitted to the meeting. Please note that if you are a beneficial holder and would like to vote at the meeting in person, you will need to bring a legal proxy from your broker, bank or other holder of record. Even if you plan to attend the meeting, please vote your shares by submitting a proxy.
How many shares must be present to hold the 20162019 Annual Meeting?		A majority of our outstanding shares of common stock as of the record date must be present at the 20162019 Annual Meeting to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if the shares are voted in person or by proxy at the meeting. Shares that are present that vote to abstain or do not vote on one or more of the matters to be voted upon are counted as present for establishing a quorum.   If a quorum is not present, the 20162019 Annual Meeting will be adjourned until we obtain a quorum.
What vote is required to approve each matter and how are votes counted?		Proposal 1—To elect two Class I directors, each for a term of three years expiring at the 20192022 Annual Meeting of Stockholders.   The two nominees for director receiving the highest number of votes FOR election will be elected as directors.a director. This is called a plurality. You may vote FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. 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.”non-votes” (when a broker does not have authority to vote on the proposal in question). Abstentions and “brokernon-votes” are not counted for purposes of electing directors. 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.

		Proposal 5—To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
		To approve Proposal 5, a majority of the votes cast by stockholders present in person or represented by proxy at the 2016 Annual Meeting and voting on the matter must vote FOR Proposal 5. If your shares are held by your broker, bank, or nominee in “street name,” and you do not vote your shares, your broker, bank, or nominee has authority to vote your unvoted shares on Proposal 5.4. If the broker, bank, or nominee does not vote your unvoted shares, there will be no effect on the vote because these “brokernon-votes” are not considered to be voting on the matter. Abstentions will not be counted as votes cast or shares voting on Proposal 54 and will have no effect on the vote.
How does the Board of Directors recommend that I vote?		Our Board of Directors recommends that you vote:   •   FOR Proposal 1—To elect the nominated Class I directors, each for a term of three years expiring at the 20192022 Annual Meeting of Stockholders.   •   FOR Proposal 2— To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 140,000,000240,000,000 to 240,000,000.400,000,000.   •   FOR Proposal 3—To approve our Amended and Restated 20092019 Equity Incentive Plan.   •   FOR Proposal 4—To approve our 2016 Executive Incentive Plan. •        FOR Proposal 5—To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2019.

		If your shares are registered directly in your name, you can choose this option when you vote over the internet and save us the cost of producing and mailing these documents. You can also choose to view future proxy statements and annual reports over the internet. Your election to receive proxy materials by email will remain in effect until you revoke the election and request a full set of printed proxy materials. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site.   If your shares are held in “street name,” you should check the information provided by your broker, bank, or other nominee for instructions on how to elect to view future proxy statements and annual reports over the internet. No material on our website is part of this proxy statement.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors has nominated the individuals listed below for election as Class I directors. Each nominee currently serves as a Class I director.

Our Board of Directors (the “Board”) is divided into three classes. One class is elected each year and members of each class hold office for three-year terms. The Board currently consists of six members. Two members are Class I directors, with terms expiring at the 20162019 Annual Meeting. Two members are Class II directors, with terms expiring at the 20172020 Annual Meeting of Stockholders. Two members are Class III directors, with terms expiring at the 20182021 Annual Meeting of Stockholders. The Board has nominated Brian Corvese and Timothy R. Wright, each of whom is a current Class I director, forre-election to a term expiring at the 20192022 Annual Meeting of Stockholders.

For more information on nomination of directors, see “Corporate Governance and Nominating Committee” below in the section entitled “Our Corporate Governance—Committees of the Board.”

Your vote is requested in favor of Brian Corvese and Timothy R. Wright, the nominees listed below, as Class I directors. The nominees have indicated their willingness to serve, if elected, but if they should be unable or unwilling to serve, proxies may be voted for substitute nominees designated by the Board.

There are no family relationships between or among any of our executive officers, directors, or nomineesnominee for directors.director.

Below are the names and certain information about each member of the Board, including the nominees for election as Class I directors:

NOMINEES FOR CLASS I DIRECTORS—TERMS TO EXPIRE IN 20162019

CLASS II DIRECTORS—TERMS TO EXPIRE IN 20172020

NOMINEE FOR CLASS III DIRECTORS—TERMSTERM TO EXPIRE IN 20182021

Vote Required

The two nominees for director receiving the highest number of votes FOR election will be elected as directors. This is called a plurality. Abstentions and “broker non-votes” are not counted for purposes of electing directors. 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 “brokernon-votes.” Abstentions and “brokernon-votes” are not counted for purposes of electing directors. You may vote FOR alleach of the nominees, WITHHOLD your vote from alleach 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 nominees for Director.

OUR CORPORATE GOVERNANCE

Our Commitment to Good Corporate Governance

We believe that good corporate governance and an environment of high ethical standards are important for Agenus to achieve business success and to create value for our stockholders. OurThe Board is committed to high governance standards and to continually working to improve them. We continue to review our corporate governance practices in light of ongoing changes in applicable law and evolving best practices.

Role of Our Board

OurThe Board monitors our overall corporate performance, the integrity of our financial controls, risk management and legal compliance procedures. It appoints senior management and oversees succession planning and senior management’s performance and compensation. The Board also oversees our short- and long-term strategic and business planning, and reviews with management its business plan, financing plans, budget, and other key financial and business objectives.

Members of the Board keep informed about our business through discussions with our Chief Executive Officer and other members of our senior management team, by reviewing materials provided to them by the Companymanagement on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees. WeSenior management regularly reviewreviews key portions of our business with the Board. These practices afford the Board members the opportunity to actively participate in risk management assessment and raise questions and engage in discussions with management regarding areas of potential risk. The Audit and Finance Committee of the Board reviews the risk management practices of the Company and both the Corporate Governance and Nominating Committee and the Audit and Finance Committee receive an annual report from the Company’s Chief Compliance Officer outlining areas of compliance focus and proposed recommendations. Additionally, the Compensation Committee reviews the Company’s executive compensation program and the incentives created by the executive compensation program, to assess whether our compensation arrangements encourage excessive risk takingrisk-taking by our executives.

We introduce our executives and other employees to the Board so that the Board can become familiar with our key talent. Timothy R. Wright, our Lead Director, introduces each new Board member to our Corporate Governance policies and their responsibilities to the Company as a director. Each Board member receives a Board of Directors handbook that provides the director with a summary of these practices and policies.

Board Meetings and Attendance

In 2015,2018, the Board met tenthirteen times and acted by written consent twice.once. During 2015,2018, each of our directors attended at least 75% of (i) the total number of meetings of the Board held during the period during which the director served and (ii) all meetings of committees of the Board on which the director served during the periods the director served. In 2015, allAll of our Board members attended our 20152018 Annual Meeting of Stockholders. We expect eachall of our Board members to attend the 20162019 Annual Meeting.

Governance Guidelines

The Board is guided by our Guidelines on Significant Corporate Governance Issues (our “Governance Guidelines”). We believe our Governance Guidelines demonstrate our continuing commitment to good corporate governance. The Board reviews our Governance Guidelines from time to time, as needed, and at least once annually. Our Governance Guidelines are posted on the corporate governance section of our website athttp://investor.agenusbio.com/corporate-governanceboard-committees. No material on our website is part of this proxy statement.

Performance of Our Board

We consider it important to continually evaluate and improve the effectiveness of the Board, its committees and its individual members. We do this in various ways. Each year, the Lead Director surveys the Board members to assess the effectiveness of the Board and its committees. Using these surveys, the Lead Director

assesses the Board’s performance and the performance of individual members, and reports his conclusions to the full Board. The assessment also evaluates the Board’s effectiveness in reviewing executive management, conducting appropriate oversight and adding value to Agenus. Each of the Board’s standing committees also conducts 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 2003. The Board reviewed, revised, and updated the Code of Ethics most recently in December 2015.January 2019. The Code of Ethics applies to all members of the Board and all employees of Agenus, including our Chief Executive Officer, ChiefPrincipal Financial Officer and Principal Accounting Officer. Among other matters, our Code of Ethics prohibits the members of the Board and all employees of Agenus 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 athttp://investor.agenusbio.com/corporate-governanceboard-committees. 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 NASDAQNasdaq listing rules concerning any amendments to, or waivers from, our Code of Ethics. Stockholders may request a free copy of our Code of Ethics by writing to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, MA 02421.

Independence of Directors

Our Governance Guidelines and NASDAQNasdaq listing rules provide that a majority of the Board should be composed of independent directors. The Corporate Governance and Nominating 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 NASDAQNasdaq 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 Mr. Corvese, Ms. Jeynes-Ellis, Mr. Jordan, Dr. Malik, Ms. Sharp,Mr. Wiinberg, and Mr. Wright are currently independent directors. Dr. Armen is currently not an independent director because he is employed as our Chief Executive Officer. 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 immediately prior to regularly scheduled Board meetings and at least quarterly. Four such meetings were held during 2015.2018.

Leadership Structure of the Board

Mr. Wright, an independent director, serves as the Lead Director of the Board and as Chair of the Corporate Governance and Nominating Committee. Mr. Wright also serves on the Compensation Committee, the Audit and Finance Committee and the Business & Development AdvisoryExecutive Committee. In addition to the duties of all directors, the specific responsibilities of the Lead Director include: (i) acting as chair of the Corporate Governance and Nominating

Committee; (ii) developing the agenda for and presiding over all executive sessions of the independent directors; (iii) acting as principal liaison between the independent directors and the Chief Executive Officer on sensitive issues and raising at any meeting of the Board items that are not appropriately or best put forward by the Chief Executive Officer; and (iv) communicating to the Chief Executive Officer the independent directors’ annual evaluation of the Chief Executive Officer. The Company’s Chief Executive Officer

serves as the Chairman of the Board. We believe that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business, and most 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 the Chief Executive Officer brings Company-specific experience and expertise. To assure effective independent oversight, the Company has adopted a number of governance practices, including:

While there may be circumstances in the future that would lead the Company to separate the offices of Chairman and Chief Executive Officer, we do not believe this is currently necessary due to the nature and size of the operations of the Company, the overall independence of the Board from management, and the strength of the Lead Director’s role on the Board.

Committees of the Board

The Board currently has fivefour standing committees: the Audit and Finance Committee, the Compensation Committee, the Corporate Governance and Nominating Committee the Business & Development Advisory Committee, and the Non-Executive Equity AwardExecutive Committee. The Board also appoints from time to time ad hoc committees to address specific matters.

Audit and Finance Committee

The Audit and Finance Committee consists entirely of independent directors within the meaning of the NASDAQNasdaq listing rules and the requirements contemplated by Rule10A-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has determined that Mr. Corvese, Chair of the Committee, and Dr. Malik each qualify as audit committee financial experts. For a description of Mr. Corvese and Dr. Malik’s relevant experiences that qualify them as audit committee financial experts, please see their biographies on page 7 and page 9, respectively. During 2015,2018, the Audit and Finance Committee consisted of Mr. Corvese (Chair), Dr. Malik, Mr. WrightJordan and Tom Dechaene. Mr. Dechaene retired from theWright. The Board has determined that Mr. Corvese qualifies as an audit committee financial expert. For a description of Mr. Corvese’s relevant experiences that qualify him as an audit committee financial expert, please see his biography on December 31, 2015, and Dr. Malik joined the Audit and Finance Committee on June 25, 2015.page 7. The Audit and Finance 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 and Finance Committee has direct responsibility for the appointment, independence, and monitoring of the performance of our independent registered public accounting firm. The committee is responsible forpre-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 and Finance 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, and periodically meets with our Chief Compliance Officer. 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 and Finance Committee charter is posted on the corporate governance section of our website athttp://investor.agenusbio.com/corporate-governanceboard-committees. No material on our website is part of this proxy statement. Please also see the Report of the Audit and Finance Committee on page 69.48.

Compensation Committee

The Compensation Committee consists entirely of independent directors within the meaning of applicable NASDAQNasdaq listing rules. During the entirety of 2015,2018, Mr. Jordan (Chair), Mr. Corvese and Mr. Wright were members of the Compensation Committee. The committee’s primary responsibilities are to address our executive officers’ and other key employees’ development, retention, and performance and to oversee our compensation and benefit matters.plans. It reviews and approves compensation policies for Agenus to ensure that our compensation strategy supports organizational objectives and stockholder interests and does not create incentives for inappropriate risk-taking. The committee reviews, determines and approves the compensation of the Chief Executive Officer, and reviews and approves the compensation of all other executive officers and certain other key employees. It also reviews and recommends compensation for members of the Board. Additionally, the committee approves and recommends, and suggests material changes to, anyexecutive and key employee incentive compensation or retirementand benefit plans, including equity and any director compensation plans.

The Compensation Committee considers appropriate companies for compensation comparison purposes and retained an outside compensation consultant in 2015, Independent Stock Plan Advisors, LLC (“ISP”), and in 2016,2018, Radford, an Aon Hewitt Company—a division of Aon Corporation (“Radford”), to evaluate our executive and board compensation programs and to provide market reference information for compensationrelating to executive and benefits.board compensation. The committee has the authority to retain 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 Compensation Committee charter is posted on the corporate governance section of our website athttp://investor.agenusbio.com/corporate-governanceboard-committees. No material on our website is part of this proxy statement. Please also see the Compensation Discussion and Analysis starting on page 17, and the accompanying Compensation Committee Report on page 32. ISP did, and Radford does not provide any services to the Company or the Compensation Committee other than those described above. After consideration of the six independence assessment factors provided under the listing rules of NASDAQ,Nasdaq, the Compensation Committee determined that ISP,Radford, as an advisor to the Compensation Committee during 2015,2018, was independent and that the work performed by ISPRadford did not raise any conflicts of interest in 20152018 that would preclude the Compensation Committee from reviewing and considering ISP’sRadford’s analyses when making compensation decisions. The Compensation Committee performed the same analysis with respect to Radford and reached the same conclusion.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee consists entirely of independent directors within the meaning of applicable NASDAQNasdaq listing rules. During 2015,2018, the Corporate Governance and Nominating Committee consisted of Mr. Wright (Chair), Mr. Wiinberg and Shalini Sharp. Ms. Sharp and Mr. Dechaene. Mr. Dechaene retired from the Board on December 31, 2015, and Ms. Sharp joined the Corporate Governance and Nominating Committee on June 25, 2015.20, 2018. The Corporate Governance and Nominating 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 and meets periodically with our Chief Compliance Officer, including meeting, as needed, for separate private sessions with the Chief Compliance Officer without other members of management present.

The Corporate Governance and Nominating 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 Agenus. 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 Corporate Governance and Nominating 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 on diversity. 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 Corporate Governance and Nominating 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 no unaffiliated stockholder has ever recommended a director candidate. When considering director candidates, the Corporate Governance and Nominating 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 executive 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. The committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis, accompanied by a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our

common stock for at least one year as of the date that the recommendation is made. To submit a recommendation for a nomination, a stockholder may write to the Lead Director, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, Attention: Lead Director c/o Chief Compliance Officer.

In addition, ourby-laws 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 thisby-law provision, see Additional Information on page 7049 of this proxy statement. The charter of the

Corporate Governance and Nominating Committee is posted on the corporate governance section of our website athttp://investor.agenusbio.com/corporate-governanceboard-committees. 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), Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, Attn: Lead Director c/o Chief Compliance Officer. You should indicate on your correspondence that you are an Agenus stockholder. Communications will be distributed to the Lead Director, 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 Lead Director. Inquiries regarding accounting, internal controls over financial reporting, or auditing matters will be forwarded to the Chair of the Audit and Finance Committee, and inquiries involving matters governed by the Code of Ethics will be forwarded to the Chair of the Corporate Governance and Nominating Committee and the Chief Compliance Officer.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the year ended December 31, 20152018 were Mr. Jordan (Chair), Mr. Corvese, and Mr. Wright. No member of the Compensation Committee was at any time during 2015,2018, or formerly, an officer or employee of Agenus or any subsidiary of Agenus. No executive officer of Agenus 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 Agenus or member of ourthe Compensation Committee.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officersexecutives who are named in the “Summary Compensation Table” below, who are referred to throughout this proxy statement as our “named executive officers,” and the material factors relevant to an analysis of these policies and decisions.officers”. Our named executive officers for 20152018 are:

Executive Summary

Our compensation program is designed to attract and retain the highest caliber talent, reward strong performance and align incentives with the creationHead of long-term stockholder value, taking into consideration the Company’s resource constraints. The short-term compensation of our named executive officers is positioned at approximately the 50^thpercentile of our compensation peer group, and our long-term incentive programs are designed to preserve our cash resources, promote long-term decision-making and align reward with stock price appreciation.

Our performance in 2015 exceeded our annual goals in the aggregate, despite challenging circumstances, including limited financial and human resources, aggressive timelines and third party competition. As more specifically described below, during 2015 we:

Compensation Philosophy and Competitive Market Review

Our Compensation Committee approves, administers and interprets our team and expand our internal capabilities by recruiting top tier talent across the broad spectrum of our business.

On an annual basis, our compensation consultant recommends, and our Compensation Committee approves, a group of comparable companies as our peer group. Our peer groups for 2017 and 2018 were as follows:

AVEO Pharmaceuticals, Inc.

BioCryst Pharmaceuticals, Inc.

Cell Therapeutics, Inc.

Curis, Inc.

Cytokinetics, Incorporated

GTx, Inc.

Idera Pharmaceuticals, Inc.

Immunomedics, Inc.

Infinity

2017 Peer Group		2018 Peer Group
Acceleron Pharma Inc.		Acceleron Pharma Inc.
Aduro Biotech, Inc.		Aduro Biotech, Inc.
Argos Therapeutics, Inc.		Array BioPharma Inc.
Array BioPharma Inc.		BioTime, Inc.
BioTime, Inc.		Celldex Therapeutics, Inc.
Celldex Therapeutics, Inc.		CTI BioPharma Corp.
CTI BioPharma Corp.		Cytokinetics, Incorporated
Cytokinetics, Incorporated		Dynavax Technologies Corporation
Dynavax Technologies Corporation		Epizyme, Inc.
Epizyme, Inc.		Five Prime Therapeutics, Inc.
Five Prime Therapeutics, Inc.		Ignyta, Inc.
ImmunoGen, Inc.		ImmunoGen, Inc.
Immunomedics, Inc.		Immunomedics, Inc.
Inovio Pharmaceuticals, Inc.		Inovio Pharmaceuticals, Inc.
MacroGenics, Inc.		Karyopharm Therapeutics Inc.
NewLink Genetics Corporation		MacroGenics, Inc.
Omeros Incorporated		NewLink Genetics Corporation
Pain Therapeutics, Inc. PeregrineOncoMed Pharmaceuticals, Inc.		Omeros Incorporated
SunesisRigel Pharmaceuticals, Inc. Synta Pharmaceuticals Corp. Trubion		OncoMed Pharmaceuticals, Inc.
Zogenix, Inc.		Rigel Pharmaceuticals, Inc.
		Zogenix, Inc.

We compare our executive compensation program and amounts of compensation against our peer group by reviewing each compensation element (measured at target in the case of annual and long-term incentive opportunities). We generally target total compensation at the 50^th percentile of the market. For 2018, the total compensation for our named executive officers generally fell between the 50^th and 60^th percentile of total compensation paid to executives holding similar positions in our peer group. For this purpose, total compensation includes annual base salary, target annual incentive bonus and the grant date value of equity awards. We believe that the total compensation for our named executive officers was reasonable given our corporate performance and our financial circumstances.

The competitive posture of our actual annual compensation paid or earned versus market references will vary year to year based on Company and individual performance, as well as the performance of our peer group and the respective levels of compensation paid by peer group companies to their executives.

Executive Compensation Program

Components of our Executive Compensation Program

Our executive compensation program consists of the following four components:

Short-Term Compensation.

Base Salary: Base salaries provide a fixed rate of compensation. Base salaries for our executives are generally positioned at or around the 50^th percentile of the market. In establishing the initial base salary of each of our executives, our Compensation Committee (with input from our Chief Executive Officer, other than with respect to his own base salary) takes into account a number of factors, including such person’s seniority, experience, position and functional role, and responsibilities, as well as historical base salary, peer group and competitive market data and, for newly hired executives, any unique personal circumstances. The base salaries of our executives are reviewed on an annual basis, and adjustments are made to reflect the executive’s performance, as well as competitive market data and the factors discussed above. Increases are considered within the context of our overall annual financial position before more specific individual factors and market data are considered. In May 2018, our Compensation Committee increased Dr. Armen’s base salary from $600,000 to $615,500 (a 2.8% increase), increased Dr. Duncan’s base salary from £263,060 to £268,433 (a 2% increase) and increased Dr. Buell’s base salary from $325,000 to $340,000 (a 4.6% increase). In November 2018, our Board increased Dr. Buell’s base salary by 17.6% from $340,000 to $400,000 in connection with her promotion to Chief Operating Officer.

Vical, Inc.

ZIOPHARM Oncology, Inc.

Determining Market Levels and Specific Comparisons. We compare our practices and amounts of compensation against our peer group by each compensation component, by total annual compensation (including target annual incentive opportunity) and by total compensation including equity compensation components. The competitive comparisons made in this process are used to determine our approximate position relative to the appropriate market reference by compensation component and in total.

Total Compensation

We intend to continue our strategy of compensating our named executive officers at competitive levels, with the opportunity to earn above-market pay for above-market performance. We will continue to emphasize long-term equity incentives and performance-based incentive compensation delivered in the form of equity-based awards to maintain our competitive pay philosophy.

For 2015, the total compensation paid to the named executive officers generally fell between the 50^th and 60^th percentile of total compensation paid to executives holding equivalent positions in our peer group of companies. Total compensation includes annual base salary, target cash bonus and grant date value of equity awards. We believe that the total compensation paid to our named executive officers was reasonable in the aggregate given our corporate performance and our financial circumstances.

The competitive posture of our total annual compensation versus the market references will vary year to year based on Company and individual performance, as well as the performance of the peer group companies and their respective level of annual performance bonus awards made to their executives. We expect to continue targeting total compensation at approximately the 50^th percentile, with an emphasis on performance-based variable compensation. Further, in light of our compensation philosophy, we believe that the total compensation package for our executives should continue to consist of base salary, annual incentive awards (bonus), long-term equity-based incentive compensation, and certain other benefits.

Role of Our Compensation Committee

Our Compensation Committee approves, administers, and interprets our executive compensation and benefit policies, including awards that have been made to executives under our 1999 Equity Incentive Plan (as amended) and under our 2009 Equity Incentive Plan, as amended to date (the “2009 Equity Incentive Plan”). Our Compensation Committee is appointed by our Board, and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and “non-employee directors” for purposes of Rule 16b-3 under the 1934 Act. Our Compensation Committee is comprised of Mr. Jordan (Chair), Mr. Corvese and Mr. Wright.

Our Compensation Committee ensures that our executive compensation program is consistent with our compensation philosophy and our Governance Guidelines (described above), and determines the executive compensation packages offered to our officers.

Executive Compensation Program

Components of our Compensation Program

Our compensation program consists of the following four components (each described in more detail below):

To determine levels of overall executive compensation, the Compensation Committee balances individual, functional area, and company-wide goals and achievements. For purposes of setting the annual goals under our annual bonus program, each executive participates in establishing the objectives of our Company as a whole and offers his or her views as to the goals of each other’s functional area, insofar as those goals impact the individual executive’s own functional area. After the end of the relevant fiscal year, we also ask our executives to provide feedback not only on their own performance and that of their particular area, but also of other functional areas and our entire organization. We see this process both as the optimal means of assembling accurate information regarding the expectation and realization of performance, as well as an integral part of our culture of collaborative, team-oriented management. Final goals and objectives for our annual bonus program are approved by the Board.

In 2015, our Company goals included:

At the end of each year, we and our Compensation Committee evaluate the achievement of Company goals and objectives, along with individual executive performance, and begin discussions regarding goals and objectives for the next fiscal year. Incentive compensation, based on the achievement of goals and objectives, may be awarded in the form of an annual cash bonus and equity-based awards. Equity-based awards are used to align the interests of our executives with those of our stockholders and to promote a long-term performance perspective and progress toward achieving our long-term strategy.

Our senior executives’ total compensation may vary year to year based on Company and individual performance. Further, the value to our senior executives of equity awards will vary based on our stock price performance. The general structure of our compensation programs for executive officers is consistent with that of non-executive members of the Agenus management team. Perquisites are not a general component of our compensation program for all executives; however, we provide Dr. Armen with car services, and we provide Dr. Stein with access to corporate housing, housing and automobile allowances and financial planning and advisory services, all as noted below.

Short-term Compensation.

Our short-term compensation program consists of base salary and annual incentive bonuses. Base salary will typically be used to recognize the experience, skills, knowledge, and responsibilities required of each officer, as well as competitive market conditions.

Base Salary: Base salaries for our executives are generally positioned at or around the 50^th percentile versus our peer group (see “Competitive Market Review” above for further information on our peer group). In

establishing the base salaries of our executive officers, our Compensation Committee (with input from our CEO, other than with respect to his own base salary) takes into account a number of factors, including the executive’s seniority, position and functional role, and level of responsibility.

We also consider the following factors when determining base salary:

The base salaries of our named executive officers are reviewed on an annual basis, and adjustments are made to reflect performance-based factors, as well as competitive conditions. Increases are considered within the context of our overall annual financial position before more specific individual and market competitive factors are considered. We do not apply specific formulas to determine base salary increases. In June 2015, the Board approved a base salary increase for each of Dr. Armen, Ms. Klaskin, Dr. Stein and Ms. Valentine effective as of July 1, 2015, as described below under “Compensation Actions for our Named Executive Officers.”

Annual Incentive Bonuses: Annual incentive bonuses for our executive officersexecutives are based on achievement of the Company’spre-established Company goals and objectives as well as individual performanceperformance. Our Compensation Committee determines each executive’s target annual incentive bonus percentage upon his or her hiring, andre-evaluates it on an annual basis based upon the recommendation of our Chief Executive Officer and the committee’s review of a number of factors, including the executive’s seniority, experience, position and functional role, and responsibilities, as outlined in our Executive Incentive Plan.well as historical target annual incentive bonus opportunities, and peer group and competitive market data. Each executive is eligible to receive an awardannual incentive bonus ranging from0-200% of his or her target bonus based on the Compensation Committee’s evaluation of the achievement ofbonus. The Company goals for 2018 included, among other things, advancing its AGEN2034 and objectivesAGEN1884 programs towards a potential BLA filing, commercial readiness initiatives, advancing the company’s more novel, earlier stage pipeline, and such individual’s performance. The Company’s annual goalsexecuting strategic transactions and objectives are set at the beginning of each fiscal year and are reviewed and approved by the Board. At the end of the fiscal year, our executive management prepares a report outlining the extent to which Company goals and objectives were achieved and presents that report to the Compensation Committee along with a recommendation on the percentage funding level for the executive officers’ target bonus awards. The Compensation Committee evaluates the report, along with any relevant supporting documentation, and considers it in the context of any change in facts or circumstances that could have impacted goal attainment throughout the year. From time to time, the Compensation Committee may request supplemental information from managementsecuring cash to support its evaluation. Based on this evaluation, as well as the Company’s available financial resources, the Compensation Committee determines the appropriate funding level for the executive officers’ target bonus payout.operations. There is no quantifiable formula or weighting of Company goals under our annual bonus program and the assessment of individual performance is performed based on the Compensation Committee’s review of the executive’s performance during the year, after discussing the Chief Executive Officer’s assessment of such executive’s performance (other than himself) and is not tied to the achievement ofpre-established individual goals. As a result, theour Compensation Committee exercises discretion in establishingdetermining the funding levelamount of the executive officers’ targetexecutives’ bonus payout,payouts, taking into account the level of achievement of the Company goals and individual performance.

For 2018, target bonus amounts, expressed as a whole. Once determined,percentage of the recommended bonus payout level is applied to each executive officer’s target bonus percentage to establish the individual target award. The Compensation Committee may exercise further discretion to adjust the actual bonus paid to any individual executive officer based on his or her individual performance that impacted the Company’s overall performance, which it did in 2015.

For the 2015 performance year, the annual incentive awards granted to our executive officers and other members of key managementexecutive’s base salary, were based on theirthe considerations described above and were not increased from 2017 target bonuses, which were set based on competitive benchmarks, the Committee’s assessment of overall Company performance and each person’s unique contribution to the Company’s overall performance.

bonus amounts. In determining the annual incentive awards granted tobonus payouts for our executive officersexecutives for the 2015 performance year,2018, our Compensation Committee noteddetermined that the following key company accomplishments:

Gilead Sciences, Inc. Our Compensation Committee gave weight to the factnoted that these accomplishments were made in a challenging economic environment in which the management team was under substantial resource constraints, and that the Company’s accomplishments in 20152018 were critical in repositioningadvancing the development of our diverse portfolio, reducing our reliance on contract manufacturing organizations, effectively managing our cost structure and advancing the Company for future growth and the creation of stockholder value, especially the successful consummation of our global alliance with Incyte and the advancement of our CPM programs, including the successful IND filings for antibodies targeting GITR and CTLA-4, which remain on track to commence clinical trials in the first half of 2016, as well as the strengthening of our balance sheet through creative, non-dilutive transactions. The range in individual awards reflects each executive officer’s unique contribution to the Company’s overall performance.towards potential commercialization. The table below shows the following for each of our named executive officers in 2015:2018: target annual incentive bonus (as a percentage of base salary), actual annual incentive bonus received (as a percentage of base salary) and actual annual incentive bonus received (as a percentage of target).

Long-termLong-Term Incentives.

Our long-term incentives generally consist of time-vesting and performance-vesting stock options, restricted stock grantsawards and performance shares. During 2018, only time-vesting stock options and performance shares were granted to our executives. Performance shares reward performance and the achievement of key milestones that are important to our success. Stock options are also performance-based because no value is created unless the value of our common stock appreciates after grant. We also grant stock options that are subject to performance-based vesting to further drive the achievement of key business objectives. Time-based restricted stock encourages employee retention by providing some level of value to executives who remain employed during the vesting period of the award. Equity-basedMore generally, equity-based awards also support an ownership culture and thereby encourage our

executives to take actions that are in the best forinterests of the Company’s long-term success. Our Compensation Committee grants equity incentivesequity-based awards to our executives and employees generally to enable them to participate in the long-term appreciation of our stockholder value, as well as to share the impact of any business and market setbacks. Unlike many companies

Our Compensation Committee takes into consideration a number of factors in our industry, we have a practice of granting equity-based awards deep in our organization, believing that we will succeed if our employees feel invested in us, our business and our future.

Initial and Promotional Long-Term Incentive Grants:

The size ofdetermining the initial long-term incentive grant madeawards granted to executive officers upon joiningexecutives, including the Company or to current employees being promoted to executive officer positions is primarily based on competitive conditions applicable to the executive’s specific position. In addition, the Compensation Committee considersconsiderations described above under “Base Salary” and “Annual Incentive Bonuses”, as well as our annual burn rate and overhang, the number of shares available under our 2009 Equity Incentive Plan, the value of common stock underlying equity-based awards owned by other executives in comparable positions within our Companyeach grant (both the grant date fair value for accounting purposes and has, with the assistance of its independent compensation consultant, established long-term incentive guidelines for specified categories of executives. We believe this strategy is consistent with the approach of other companies in our peer group and, in our Compensation Committee’s view, is appropriate for aligning the interests of our executives with those of our stockholders over the long term.

Market Comparisons:

We use a number of methodologies to make external comparisons when we determine the number of options, restricted stock and performance shares to be granted to each executive. On an individual basis, we compare:

On a total Company basis, we analyze:

We believe these comparisons provide important additional context for comparing the competitive level of our equity-based compensation practices versus the market.

Ultimately, awards to executive officers are driven by their and the Company’s performance over time, their ability to impact our results that drive stockholder value, their level within the organization, their potential to take on roles of increasing responsibility in our Company, and competitive equity award levels for similar positions and organization levels in our peer companies. Equity awards are not granted automatically to our executives on an annual basis.

Certain Outstanding Awards:

In September 2013, the Compensation Committee approved grants of stock optionsin 2018 vest as to the Company’s executive officers and the senior management team that vest on the achievement of key milestones. These awards were based upon guidelines recommended by the Compensation Committee’s independent compensation consultant. The weightings for these awards were based on the Compensation Committee’s judgment and its assessment of the strategic importance of the applicable milestone. The Compensation Committee believes these stock options enhanced the pay-for-performance characteristics of the Company’s long-term incentive strategy and were aligned with stockholder interests as the awards vested upon achievement of strategically important milestones.

For the September 2013 stock option grants, one-third of the options vested on the achievement of any of the seven performance milestones listed below, such that the options would be fully vested if any three of the seven performance milestones were achieved. The 2013 stock option grants had a term of three years, such that any portion of the grant not vested before the three-yearfirst anniversary of the grant date would be forfeited. The milestones were as follows:

On June 25, 2014, the Compensation Committee vested one-third of the September 2013 grant based on the completion of the acquisition of 4-Antibody, which included six pre-clinical assets.Company.

On July 24, 2014, the Compensation Committee vested an additional one-third of the September 2013 grant based on GlaxoSmithKline plc’s (“GSK’s”) submission of a regulatory application to the EMA for its malaria vaccine candidate, RTS,S, which contains Agenus’ QS-21 Stimulon adjuvant and which the EMA accepted for review.

On January 27, 2015, the remaining one-third vested when the Company’s market capitalization remained above $200 million for the 30^th consecutive day.

In February 2015, the Compensation Committee approved grants of stock options to the Company’s executive officers and the senior management team that vest according to the following schedule: (i) 70% of each grant vests quarterly over a three-year period from the date of grant and (ii) 30% of each grant vests on the achievement of performance milestones (the “Milestone Portion”). For each grant, half of the Milestone Portion will vest on the achievement of any one of the four performance milestones listed below, and the remaining half will vest on the achievement of any additional performance milestone listed below. The Milestone Portion of each grant is subject to a term of 30 months, such that any portion of the Milestone Portion of each grant that is not vested before the 30-month anniversary of the grant date will be forfeited. The performance milestones are as follows:

On July 6, 2015, 50% of the “Milestone Portion” of the February 2015 grant vested when the Company’s market capitalization remained above $500 million for the 30^th consecutive day.

In July 2015, theApril 16, 2018 our Compensation Committee approved a company-wide performance share grant to all employees at the time, including all of our named executive officers,executives, which are eligible to vest in one-third increments over the three-year period beginningequal installments on July 1, 2015March 30, 2020 and March 30, 2021 (or an earlier change of control) based on the achievement of certain key Company milestones that our Compensation Committee believes are significant to the success of our business. Thebusiness and the recipient’s continued employment or service with the Company through the vesting date. Our Compensation Committee chose as the milestones for these performance share awards based on what it believed to be key drivers of our business that will help create long-term value for our stockholders. Any portion of each performance share award that does not vest during the applicable year will be forfeited automatically at the end of such year.

Benefits.Benefits and Perquisites.

We provide the following benefits to our executive officersexecutives generally on the same basis as the benefits provided to all of our employees:

We believe that these benefits are consistent with those offered by companies against which we compete for talent.

We also provide limited personal benefits and perquisites to our named executive officers, including certain benefitsexecutives from time to time. In 2018, our Compensation Committee approved an $150,000 per year allowance for Dr. SteinArmen to use a private aircraft for business and/or personal travel (Dr. Armen did not use any portion of this allowance for personal travel in 2018) and we provided Dr. Duncan with a housing allowance, as described in the Summary Compensation Table. We provide these benefits to Dr. Stein in order to allow him to focus on his duties as our President of R&D without the disruption associated with having to relocate his home, which we believe, in turn, will increase long-term stockholder value.Table below.

Severance Compensation and Termination Protection.

We have entered into employment agreements with Drs. Armen and Duncan and change of control arrangementsagreements with Dr. Armen, Dr. SteinDrs. Duncan and Ms. Valentine. Mr. Ballantyne, Mr. Baysal, and Ms. Klaskin participate in our executive change of control plan.Buell. These arrangementsagreements provide for severance compensation to be paidpayments and benefits if the executive’s employment is terminated under certain conditions, such as in connection with a change of control of the Company or a termination without cause by us, each as is defineddescribed in the respective agreements or plan.

The employment and change of control arrangements and the executive change of control plan, as applicable, between our Company and our executive officers and the related severance compensation provisions are designed to meet the following objectives:

addition, many larger established pharmaceutical companies consider companies at similar stages of development to ours as potential acquisition targets. In certain scenarios, a merger or sale of the Company may be in the best interests of our stockholders. We provide severance compensation if an executive officer is terminated following a change of control transaction in order to maintain management continuity in the event a potential transaction is announced and to promote the ability of our executive officers to act in the best interests of our stockholders even though their employment could be terminated as a result of the transaction.

The payments providedfurther detail under these arrangements are as follows:

Executive employment and change of control arrangements are covered in greater detail below in the section entitled “Compensation of Executive Officers—Potential“Potential Payments Upon Termination or Change of Control.”Control” below.

Compensation actions for 2015 and 2016 reflect our Compensation Committee’s assessments of performance relative to Company goals and objectives and individual performance objectives, and comparisons against market references described above.

Dr. Armen, our Chief Executive Officer, makes recommendations to our Compensation Committee as to individual compensation actions for our senior executives, including our named executive officers, but excluding himself. Using the same criteria outlined above, our Compensation Committee works with our Vice President of Human Resources and Administration and our independent compensation consultant to determine the specific compensation actions for our named executive officers. Our Compensation Committees makes all final determinations regarding the compensation of our executive officers, including our named executive officers.

Our compensation actions for our Chief Executive Officer and our other named executive officers are summarized as follows:

Dr. Garo H. Armen—Chairman and Chief Executive Officer

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

C. Evan Ballantyne—Chief Financial Officer

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Christine M. Klaskin—Vice President, Finance

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Ozer Baysal—Chief Business Officer

Compensation Actions in 2015:

•

Annual Incentive Bonus:In February 2015, our Compensation Committee approved a cash bonus of $125,400 to reward Mr. Baysal for his performance in 2014.

Certain Compensation Actions in 2016:

Dr. Robert B. Stein—President, Research & Development

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Karen H. Valentine—Chief Legal Officer and General Counsel

Compensation Actions in 2015:

Certain Compensation Actions in 2016:

Section 162(m) of the Internal Revenue Code disallows a tax deduction for any publicly-held corporation for individual compensation exceeding $1 million in any taxable year for a company’s named executive officers, other than its chief financial officer, unless compensation qualifies as performance-based under such section. We are asking our shareholders to approve the material terms of our 2009 Amended and Restated Equity Incentive Plan and our 2016 Executive Incentive Plan, consistent with Section 162(m). However, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executives necessary for our success. Accordingly, the Compensation Committee may, in its judgment, authorize, and has authorized, compensation payments that do not comply with the exemptions, in whole or in part, under Section 162(m) or that may otherwise be limited as to tax deductibility.

The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. If accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board consists entirely of independent directors who are not officers or employees of Agenus. The Compensation Committee charter is posted on the corporate governance section of our website at http://www.agenusbio.com/finance/corporate-governance. No material on our website is part of this proxy statement.

The Compensation Committee of the Board has reviewed and discussed with management the foregoing Compensation Discussion and Analysis, and based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A for filing with the SEC.

By the Compensation Committee,

Wadih Jordan (Chair)

Brian Corvese

Timothy R. Wright

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

This table shows certain information about the compensation paid or awarded to, or earned in 2015, 2014, and 2013 by, our named executive officers.officers for 2018 and 2017.

(9)

Stock awards for 2015 include the grant date fair values of performance shares, which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table are valued based on the probable outcome of the performance conditions associated with these awards at grant date. Assuming the achievement of all milestones the grant date fair value of the 2015 award is $344,492.

(10)

Stock awards for 2015 include the grant date fair values of performance shares, which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table are valued based on the probable outcome of the performance conditions associated with these awards at grant date. Assuming the achievement of all milestones the grant date fair value of the 2015 award is $879,098.

(11)

Stock awards for 2015 include the grant date fair values of performance shares, which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table are valued based on the probable outcome of the performance conditions associated with these awards at grant date. Assuming the achievement of all milestones the grant date fair value of the 2015 award is $653,829.

(12)

Amounts shown reflect the grant date fair value of options awarded during each of 2013, 2014 and 2015 determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. Please see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 as filed on March 15, 2016 for assumptions used in valuing such awards.

(13)

Option awards for 2015 include the grant date fair values of performance-based awards granted in 2015 which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table with respect to performance-based options are valued based on the probable outcome of the performance conditions associated with these awards. Assuming the achievement of all milestones, the grant date fair value of the 2015 performance-based option award is $266,983, $123,556 of which is included in the 2015 amount.

(14)

Option awards for 2014 and 2013 include the grant date fair values of performance-based options awarded in 2013 which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table with respect to performance-based options are valued based on the probable outcome of the performance conditions associated with these awards. Assuming the achievement of all milestones, the grant date fair value of the 2013 performance-based option award is $282,333, $263,513 and $18,820 of which is included in the 2014 and 2013 amounts, respectively.

(15)

Option awards for 2015 include the grant date fair values of performance-based options awarded in 2015 which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Assuming the achievement of all milestones, the grant date fair value of the 2015 performance-based option award is $38,935, $18,019 of which is included in the 2015 amount.

(16)

Option awards for 2014 and 2013 include the grant date fair values of performance-based options awarded in 2013 which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Assuming the achievement of all milestones, the grant date fair value of the 2013 performance-based option award is $60,500, $56,467 and $4,033 of which is included in the 2014 and 2013 amounts, respectively.

(17)

Option awards for 2015 include the grant date fair values of performance-based options awarded in 2015 which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table with respect to performance-based options are valued based on the probable outcome of the performance conditions associated with these awards. Assuming the achievement of all milestones, the grant date fair value of the 2015 performance-based option award is $43,385, $20,078 of which is included in the 2015 amount.

(18)

Option awards for 2014 and 2013 includes the grant date fair value of performance-based options awarded in 2013 which vest based on the completion of certain milestones as indicated above in the section titled “Compensation Discussion and Analysis—Long-Term Incentives.” Amounts in the table with respect to performance-based options are valued based on the probable outcome of the performance conditions2018.

Grants of Plan-Based Awards for 2015

This table shows our grants of plan-based awards to named executive officers in 2015. All of the awards under the Non-Equity Incentive Plan Compensation column in the Summary Compensation table were made under our Executive Incentive Plan. The awards reflected in the All Other Stock Awards and All Other Option Awards columns were made under our 2009 Equity Incentive Plan other than the June 17, 2015 award to Mr. Ballantyne which was an inducement equity award in accordance with NASDAQ Listing Rule 5635(c)(4). The exercise price of all stock options granted during 2015 was equal to the closing market price of the Company’s common stock on the date of the grant.

Outstanding Equity Awards at FiscalYear-End 2015 2018

The following table shows outstanding equity awards for the named executive officers as of December 31, 2015:2018: