Agenus (AGEN) awards 1.97M performance stock options to CEO Garo Armen
Rhea-AI Filing Summary
Agenus Inc. approved a special one-time performance-based stock option award for Chairman and CEO Garo H. Armen under its Amended and Restated 2019 Equity Incentive Plan. The award covers 1,971,500 stock options with a 10-year term and an exercise price of $7.78 per share, matching grants made to other managers and set at a premium to the closing price on August 10, 2026. The options are split into five equal tranches, each vesting only if the share price sustains 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price for 30 consecutive days within a five-year performance period, and subject to a minimum three-year service requirement. Unvested options are forfeited upon any employment termination, including retirement and change in control, with limited Committee discretion only in cases of death or disability. Shares acquired on exercise are generally subject to a one-year post-exercise holding period, and the award is subject to the company’s clawback policy.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Performance-based options granted: 1,971,500 options
Exercise price: $7.78 per share
Option term: 10 years
+5 more
8 metrics
Performance-based options granted
1,971,500 options
Special one-time award to CEO Garo H. Armen approved on August 10, 2026
Exercise price
$7.78 per share
Set to match management grants on August 5, 2026 and above August 10, 2026 close
Option term
10 years
Term of the special CEO performance-based stock option award
Performance period
Five years
Period during which stock price hurdles must be met for vesting
Stock price hurdles
3x, 4x, 5x, 6x, 8x of $7.78
Each of five tranches vests only after 30 days at the respective multiple
Minimum service requirement
Three years
Applies to vesting of each tranche of the CEO option award
Post-exercise holding period
One year
Shares acquired on exercise generally must be held, except for tax withholding
Consecutive days for price test
30 days
Stock price must sustain each multiple for 30 consecutive calendar days
Key Terms
performance-based stock option, measurement price, change in control, clawback policy, +1 more
5 terms
performance-based stock option financial
"approved a special, one-time performance-based stock option award to Garo H. Armen"
measurement price financial
"a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share"
change in control financial
"including retirement and in connection with a change in control, and no acceleration provisions apply"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
clawback policy financial
"The award is subject to the Company’s clawback policy"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
post-exercise holding requirement financial
"Shares acquired upon exercise ... are generally subject to a one-year post-exercise holding requirement"
FAQ
What equity award did Agenus (AGEN) grant to its CEO?
Agenus granted Garo H. Armen 1,971,500 performance-based stock options with a 10-year term under its 2019 Equity Incentive Plan, subject to ambitious stock price and service-based vesting conditions over a five-year performance period.
What is the exercise price of the new Agenus (AGEN) CEO options?
The options have an exercise price of $7.78 per share, matching grants issued to other managers on August 5, 2026 and set above the August 10, 2026 closing price, at the CEO’s request for a premium strike.
How do the Agenus (AGEN) CEO option tranches vest?
The award is divided into five equal tranches, each vesting only if the stock price sustains 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price for 30 consecutive days within a five-year performance period, plus a three-year service requirement.
What happens to unvested Agenus (AGEN) CEO options if employment ends?
Unvested options are forfeited upon termination of employment for any reason, including retirement and change in control. Only in cases of death or disability may the Compensation Committee exercise discretion to vest previously earned tranches.
AI-generated analysis. How Rhea-AI works. Not financial advice.
