Diantha Duvall
CURISAbout Diantha Duvall
Curis’ Chief Financial Officer since August 5, 2022; previously joined as SVP, Strategy on July 26, 2022. As of her appointment, she was 51 and holds a B.A. (Economics & Public Policy, Colby College) and an M.S. in Accounting and MBA (Northeastern University) . Her employment agreement specifies at‑will status and sets compensation/benefit entitlements summarized below . Company pay-versus-performance disclosures show weak profitability and volatile TSR during 2022–2024, consistent with a pre-revenue biotech profile .
| Performance Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $93 | $92 | $97 |
| Net income ($) | (56,672) | (47,413) | (43,389) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genocea Biosciences, Inc. | Chief Financial Officer | 2019–2022 | CFO of a biotechnology company focused on neoantigen cancer immunotherapies . |
| Bioverativ, Inc. | VP Finance & Chief Accounting Officer | 2017–2019 | Finance leadership at a biopharma focused on hemophilia and rare blood disorders . |
| Biogen, Inc. | Global Commercial Controller / U.S. Commercial Controller | 2015–2016 | Commercial finance leadership roles . |
| Merck & Co., Inc. | Finance roles (increasing responsibility) | 2009–2015 | Broad biopharma finance experience . |
External Roles
- Employment agreement permits service on up to two boards if non‑interfering; no specific external directorships disclosed in reviewed filings .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 209,760 | 484,600 | 499,200 |
| Target bonus (% of salary) | 40% | 40% | 40% |
| Actual bonus paid ($) | 61,793 | 213,224 | 189,696 |
| All other compensation ($) | 10,304 | 21,197 | 23,395 |
| Total compensation ($) | 786,109 | 1,013,521 | 1,072,198 |
| Current base (approved Jan 2025) | — | — | $514,200 (effective 2025) |
Notes
- Perquisites include reimbursement for estate planning/tax preparation up to $7,500 annually with tax gross‑up; three weeks’ paid vacation .
- 2024 and 2025 merit base increases of 3% approved by the compensation committee .
Performance Compensation
Short‑Term Incentives (Cash)
| Performance Year | Target (% of salary) | Committee assessment summary | Payout (% of target) | Bonus ($) |
|---|---|---|---|---|
| 2023 | 40% | Company achieved 2023 corporate and individual goals; awards at 110% of target . | 110% | 213,224 |
| 2024 | 40% | 2024 goals: met PCNSL enrollment; achieved regulatory ahead of schedule; achieved manufacturing; partially met leukemia and financial runway goals; awards at 95% of target . | 95% | 189,696 |
Long‑Term Incentives (Stock Options)
| Grant | Shares | Exercise Price | Vesting | First Vest | Expiration |
|---|---|---|---|---|---|
| Inducement option (hire) – Jul 26, 2022 | 540,000 | $1.12 | 25% after 1 year; then 6.25% quarterly; 10‑year term; 50% accelerates at CIC; double‑trigger full accel if terminated within 12 months post‑CIC . | Jul 26, 2023 | Jul 26, 2032 |
| Annual option – Jan 19, 2023 | See outstanding below | $14.00 | Standard schedule (25%/6.25% qtr) . | Jan 19, 2024 | Jan 19, 2033 |
| Annual option – Jan 18, 2024 | 39,000 | $11.62 | 25% on Jan 19, 2025; then 6.25% quarterly; 10‑year term . | Jan 19, 2025 | Jan 18, 2034 |
Outstanding Equity (as of Dec 31, 2024)
| Award | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Option (2024 grant) | — | 39,000 | $11.62 | 1/18/2034 |
| Option (2023 grant) | 7,145 | 14,060 | $14.00 | 1/19/2033 |
| Option (2022 grant, adjusted) | 18,982 | 11,813 | $22.40 | 7/25/2032 |
Implications for vesting/supply
- Vesting cadence is quarterly following the first anniversary for each grant, implying a steady stream of potential option-based supply; total unexercised, unvested options at 12/31/24 were 64,873 shares versus 8,487,818 shares outstanding on 3/10/25 (~0.8%), suggesting limited direct selling pressure from vesting alone, absent exercises .
Equity Ownership & Alignment
| Metric | 2023 (Mar 31) | 2024 (Mar 25) | 2025 (Mar 10) |
|---|---|---|---|
| Shares held | — | 644 | 4,899 |
| Shares acquirable within 60 days (options/warrants) | 135,000 | 19,625 | 44,815 |
| Total beneficially owned | 135,000 | 20,269 | 49,714 |
| % of outstanding | <1% | <1% | <1% |
| Shares pledged | None pledged by directors/NEOs | None pledged by directors/NEOs | None pledged by directors/NEOs |
Policies affecting alignment
- No stock ownership guidelines for executive officers/directors (committee determined not to implement in 2018) .
- Hedging/pledging restricted by Insider Trading Policy; margin purchases/pledges require exception, short sales and derivatives (puts/calls, collars, swaps, exchange funds) prohibited .
- Clawback policy applies to awards under the stock plan, including Dodd‑Frank compensation recovery policy .
Employment Terms
| Provision | Base Case Termination (No CIC) | Change in Control (CIC) + Qualifying Termination (within 12 months) |
|---|---|---|
| Cash severance | 9 months’ base salary | 1x (base salary + target bonus) |
| Bonus | Pro‑rated portion of target bonus | Pro‑rated portion of target bonus |
| Health benefits | Portion of COBRA premiums up to 9 months | Portion of COBRA premiums up to 12 months |
| Equity acceleration | None outside plan terms | Plan-level: 50% of unvested options accelerate at CIC; full vesting on double trigger (termination within 12 months of CIC) |
| 280G treatment | “Better‑net” cutback (to avoid excise tax) | |
| Indemnification | Indemnification provisions per employment agreement | |
| Term/Status | At‑will employment | |
| Other | Up to $7,500/yr estate planning & tax prep reimbursement with tax gross‑up; 3 weeks’ vacation |
Compensation Structure Analysis
- Mix and trend: Total pay rose modestly to $1.072m in 2024 from $1.014m in 2023; cash bonus decreased (reflecting 95% vs 110% payout), while option grant value increased (supporting retention in a volatile equity context) .
- Incentive calibration: 2024 payout at 95% reflected strong execution on PCNSL enrollment/regulatory/manufacturing, with partial achievement on leukemia and cash runway goals; 2023 payout at 110% reflected stronger goal attainment .
- Equity structure: Options vest over four years with standard 25%/6.25% schedule; plan includes single‑trigger 50% acceleration at CIC and double‑trigger full acceleration upon qualified termination, reinforcing retention through potential strategic events .
- Governance features: No executive stock ownership guidelines; hedging/pledging restricted via policy; clawback policy in place (Dodd‑Frank) .
Investment Implications
- Alignment: Absence of stock ownership guidelines reduces formal skin‑in‑the‑game requirements, but meaningful option overhang and quarterly vesting tie realizable value to long‑term stock performance; clawback and no‑repricing provisions support shareholder alignment .
- Retention/transition risk: Severance economics (9 months base; 1x salary+target bonus on CIC termination) and CIC equity acceleration are competitive for small-cap biotech and should mitigate retention risk through clinical/regulatory catalysts .
- Execution signals: 2024 bonus payout at 95% reflects operational execution (PCNSL enrollment/regulatory and manufacturing goals met) offset by partial outcomes in leukemia and cash runway extension; pay outcomes are sensitive to pipeline milestones rather than financial metrics given minimal revenues .
- Trading/supply: Scheduled quarterly vesting and 2024 year‑end unvested options (~64.9k) are small versus shares outstanding (8.49m), suggesting limited direct selling pressure from vesting alone absent exercises .