James Dentzer
CURISAbout James Dentzer
James E. Dentzer, 58, is Curis’s President and Chief Executive Officer and a director, roles he has held since September 2018; he previously served as COO/CFO (Mar 2018–Sep 2018) and CAO/CFO (Mar 2016–Mar 2018) . He holds a B.A. in philosophy from Boston College and an MBA from the University of Chicago, and brings 25+ years of executive leadership experience including CFO roles at Dicerna, Valeritas, and Amicus, plus senior finance roles at Biogen and DuPont . Curis reported continued net losses in 2022–2024 and disclosed pay-versus-performance TSR and net income trends in its proxy; the company stated it “has yet to generate any significant revenues or become profitable,” and presented cumulative TSR values and net income as shown in the Pay vs. Performance table below . 2024 say‑on‑pay support was 89.26%, indicating shareholder backing of compensation design despite negative profitability metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Curis, Inc. | President & CEO; Director | Since Sep 2018 | Leads development of emavusertib programs and corporate strategy . |
| Curis, Inc. | COO & CFO | Mar 2018 – Sep 2018 | Operations and finance leadership during transition to CEO . |
| Curis, Inc. | CAO & CFO; Secretary & Treasurer | Mar 2016 – Mar 2018 (Sec/Treas until Mar 2019) | Finance, administration, and corporate secretary oversight . |
| Dicerna Pharmaceuticals | Chief Financial Officer | Dec 2013 – Dec 2015 | Biotech public-company CFO experience . |
| Valeritas, Inc. | Chief Financial Officer | Mar 2010 – Dec 2013 | Medtech CFO leadership . |
| Amicus Therapeutics | Chief Financial Officer | Oct 2006 – Oct 2009 | Biotech CFO leadership . |
| Biogen Inc. | Corporate Controller | 6 years | Senior corporate finance and controls . |
| E.I. du Pont de Nemours and Company | Senior finance roles (U.S. and Asia) | 6 years | International finance leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Imunon, Inc. | Director | Current (publicly held) |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2025 | 672,200 | 60% | — | 3% merit increase approved Jan 2025 . |
| 2024 | 652,600 | 60% | 371,982 | 3% merit increase approved Jan 2024; 2024 payout at 95% of target . |
| 2023 | 633,500 | 60% | 418,110 | 2023 payout at 110% of target . |
Performance Compensation
2024 Short‑Term Incentive (STI) Outcomes
| Metric/Goal | Target | Actual | Payout |
|---|---|---|---|
| Emavusertib – PCNSL (TakeAim Lymphoma): enrollment and regulatory | Achieve enrollment and regulatory milestones | Met; regulatory goals achieved ahead of schedule | Contributed to 95% of target bonus . |
| Manufacturing goals | Meet manufacturing goals | Achieved | Contributed to 95% of target bonus . |
| Emavusertib – TakeAim Leukemia | Achieve study goals | Partially met | Contributed to 95% of target bonus . |
| Financial (cash runway extension by 12 months) | Extend cash runway 12 months | Partially met | Contributed to 95% of target bonus . |
| Overall 2024 STI | — | — | 95% of target for CEO (=$371,982) . |
Equity Awards and Vesting
| Grant Date | Award Type | Shares | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Jan 19, 2024 | Stock options | 100,000 | $11.62 | 25% on Jan 19, 2025; then 6.25% quarterly | Jan 18, 2034 | CEO annual grant . |
| Jan 28, 2025 | Stock options | 40,000 | $3.13 | 25% on Jan 28, 2026; then 6.25% quarterly | Jan 27, 2035 | Approved and granted . |
| Jan 28, 2025 | Contingent stock options | 360,000 | $3.13 | 25% on Jan 28, 2026; then 6.25% quarterly | Jan 27, 2035 | Contingent on shareholder approval of share pool increase within 12 months; forfeited if not approved . |
Vesting cadence implies potential incremental tradable share availability quarterly starting Jan 2025 (from 2024 grant) and Jan 2026 (from 2025 grants), which can affect insider selling pressure windows even if no sales occur .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares held (direct/indirect) | 8,394 . |
| Shares acquirable within 60 days (options/warrants) | 275,509 . |
| Total beneficial ownership | 283,903 shares (3.24% of outstanding) as of Mar 10, 2025 . |
| Shares outstanding (reference for % ownership) | 8,487,818 as of record date Mar 24, 2025 . |
| Pledging | None of the directors or NEOs, including Dentzer, has pledged shares as security . |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging prohibited absent company exception . |
| Ownership guidelines | None in place for executives or directors (committee determined not to implement) . |
Selected outstanding option positions (12/31/2024): multiple tranches with exercise prices ranging from $14.00–$263.00 from prior years remain outstanding; 2024 grant of 100,000 at $11.62 unvested at year-end .
Employment Terms
| Element | Terms |
|---|---|
| Current role start | CEO and Director since Sep 2018 . |
| Employment agreement (latest) | Second amended employment agreement dated Sep 24, 2018 (amending Mar 29, 2016 agreement and subsequent amendments) . |
| Target annual bonus | 60% of base salary, performance-based . |
| Perquisites | Reimbursement for estate planning/tax prep up to $10,000 annually, with tax gross‑up on that perquisite; 401(k) match (e.g., $20,700 in 2024) . |
| Severance (no change in control) | If terminated without cause or resigns for good reason: 12 months base salary, pro‑rated portion of same year’s target bonus, and portion of COBRA premiums up to 12 months . |
| Change‑in‑control (cash) | If terminated without cause or resigns for good reason within 12 months after a CIC: 2x (base salary + target bonus), pro‑rated portion of same year’s target bonus, and portion of COBRA premiums . |
| Equity acceleration | Single‑trigger at CIC: 50% of then‑unvested options and RSAs accelerate; Double‑trigger (CIC + qualifying termination ≤12 months): remaining unvested equity fully vests . |
| 280G tax gross‑ups | None; agreements include cutback provision to avoid excise taxes if beneficial . |
| Clawback | Compensation committee oversees implementation and administration of compensation recovery policy . |
Board Governance
| Topic | Detail |
|---|---|
| Board service | Director since 2018; currently serves as CEO and director . |
| Independence | Majority of board is independent; Dentzer is management (non‑independent). Board conducted independence review in Mar 2025 . |
| Board leadership | Independent Chairman (Martyn D. Greenacre); CEO and Chair roles separated with stated governance benefits (independent oversight, CEO focus on operations) . |
| Committees | Dentzer not listed as a committee member; Audit (Greenacre chair), Compensation (Rubin chair), Nominating & Governance (Kaitin chair) all independent . |
| Meetings/attendance | Board met 11 times in 2024; each director attended ≥75% of board and committee meetings; directors expected to attend annual meeting . |
| Say‑on‑pay | 2024 advisory vote support approximately 89.26%; annual frequency maintained . |
| Compensation consultant | Willis Towers Watson engaged for peer group review (2022, 2023), no conflicts identified . |
| 2024 peer group | 15 oncology/biotech peers used for benchmarking; list provided below . |
Peer group (2024 executive compensation benchmarking): Akebia Therapeutics; C4 Therapeutics; Cara Therapeutics; Chimerix; G1 Therapeutics; KALA Bio; MEI Pharma; Omeros; Pyxis Oncology; Rigel Pharmaceuticals; Shattuck Labs; Syros Pharmaceuticals; VBI Vaccines; Vor Biopharma; Xilio Therapeutics .
Director Compensation (context)
Director cash retainers and option grants apply to non‑employee directors only; amounts and structures for 2024/2025 are disclosed in the proxy and do not apply to an employee‑director CEO .
Pay Versus Performance (company disclosure)
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Avg SCT Total ($) Other NEOs | Avg Compensation Actually Paid ($) Other NEOs | Value of $100 Investment (TSR) ($) | Net Income ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,973,386 | 860,609 | 1,083,785 | 629,306 | (97) | (43,389) |
| 2023 | 1,662,978 | 2,419,423 | 947,968 | 923,594 | (92) | (47,413) |
| 2022 | 2,994,100 | (2,263,686) | 1,108,602 | (115,985) | (93) | (56,672) |
Note: Curis states it has not established financial performance measures linking compensation actually paid to company performance and remains unprofitable; the TSR and net income shown are as disclosed in the proxy’s Item 402(v) table .
Related Policies and Transactions
- Insider trading policy prohibits hedging, short sales, and pledging (absent exception); policy filed with 10‑K .
- No stock ownership guidelines for executives/directors (minority practice among peers per 2018 review) .
- Related person transactions policy requires audit committee review/approval; 2023–2025 capital raises disclosed, but no executive officer related‑party transactions identified for Dentzer .
Risk Indicators and Red Flags
- Single‑trigger equity acceleration (50%) upon change‑in‑control can be viewed as shareholder‑unfriendly by some investors vs. pure double‑trigger; however, full vesting still requires termination within 12 months (double‑trigger) .
- Perquisite tax gross‑ups for estate planning/tax prep (e.g., $5,266 in 2024) are shareholder‑unfriendly, albeit small dollars .
- No executive ownership guidelines (alignment concern), though hedging/pledging is restricted and Dentzer has not pledged shares .
- Say‑on‑pay support was strong at ~89%, suggesting limited near‑term governance pressure on compensation design .
Investment Implications
- Retention: 2025 option package includes a large contingent grant (360,000 shares at $3.13) that requires shareholder approval of additional plan shares within 12 months; failure to approve would forfeit the award and may elevate retention risk for the CEO. If approved, vesting begins Jan 2026, creating multi‑year retention hooks and predictable vesting‑event liquidity windows .
- Alignment: Dentzer’s 3.24% beneficial stake (incl. 275,509 options/warrants exercisable within 60 days) provides meaningful exposure; absence of ownership guidelines offsets this somewhat, but no pledging and anti‑hedging policy support alignment .
- Pay for performance: STI paid at 95% of target reflects mixed 2024 execution (ahead of schedule in PCNSL and manufacturing; partial in leukemia and cash runway), which appears reasonably calibrated; continued negative net income emphasizes the binary/drug‑development nature of value creation under his tenure .
- Change‑in‑control economics: 2x cash severance plus single‑trigger 50% equity acceleration could influence negotiating posture in strategic scenarios; no 280G gross‑up is a positive governance feature .