John Hohneker
CURISAbout John A. Hohneker, M.D.
Independent director at Curis since December 2021; age 65 as disclosed in the 2025 proxy. M.D. from Rutgers School of Biomedical and Health Sciences and B.A. in chemistry from Gettysburg College; completed internal medicine residency and medical oncology fellowship at UNC Chapel Hill. Prior roles include President & CEO of Anokion SA (2018–2021), Head of R&D at Forma Therapeutics (2015–2018), and senior development leadership at Novartis Pharmaceuticals; earlier positions at Glaxo Wellcome/Burroughs Wellcome. Core credentials: oncology and drug development expertise, extensive biopharma leadership experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anokion SA | President & CEO | Jan 2018 – Feb 2021 | Led biotech operations and strategy in immunology (CEO leadership) |
| Forma Therapeutics | Head, Research & Development | Aug 2015 – Jan 2018 | Guided transition from discovery- to clinical-stage programs |
| Novartis Pharmaceuticals | SVP, Global Head of Development (Immunology/Dermatology); SVP, US Clinical Development & Medical Affairs – Oncology | 2007–2015 (roles 2007–2011 and 2011–2015); at Novartis 2001–2015 | Directed development, medical affairs across major franchises (oncology, immunology/dermatology) |
| Glaxo Wellcome / Burroughs Wellcome | Various increasing-responsibility roles | Jul 1990 – Jan 2001 | Clinical/medical leadership within pharma operations |
External Roles
| Organization | Role | Public/Private | Start/Notes |
|---|---|---|---|
| ArriVent BioPharma, Inc. | Director (Class II) | Public | Appointed May 16, 2024 |
| Carisma Therapeutics, Inc. | Director | Public | Ongoing per CRIS proxy |
| Artios Pharma Ltd. | Director | Private | Ongoing |
| Trishula Therapeutics, Inc. | Director | Private | Ongoing |
| Prior boards: Aravive, BioTheryX, Cygnal Therapeutics, Evelo Biosciences, Humanigen, Sonata Therapeutics, Torque Therapeutics | Director | Mixed | Previously served |
Board Governance
- Board class and tenure: Class II director; nominated for reelection at the 2025 annual meeting to serve through the 2028 annual meeting, consistent with Curis’ classified board structure.
- Independence: Board affirmed in March 2025 that Dr. Hohneker is independent under Nasdaq standards; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent.
- Committees: Compensation Committee member; committee chaired by Marc Rubin, M.D.; met five times in FY 2024. Not listed as member of Audit or Nominating & Corporate Governance committees.
- Attendance and engagement: Board met 11 times in FY 2024; each director attended at least 75% of aggregate board and committee meetings; all current directors attended the 2024 annual meeting.
- Executive sessions: Corporate governance guidelines state independent directors meet regularly in executive session.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $45,000 | Board policy approved Jan 2024 and Jan 2025 |
| Compensation Committee membership retainer | $7,500 | Membership retainer; chair additional $7,500 (Hohneker is not chair) |
| Audit Committee membership retainer | $10,000 | Not applicable to Hohneker |
| Nominating & Corporate Governance Committee membership retainer | $5,000 | Not applicable to Hohneker |
| Chairman of the Board additional retainer | $35,000 | Not applicable to Hohneker |
| 2024 cash fees actually earned (Hohneker) | $52,500 | Retainer plus Compensation Committee membership |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant-date Fair Value | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|---|
| Stock options (annual director grant) | Jan 2024 | 4,250 options | $39,221 | Fair market value at grant date (not disclosed) | 100% on Jan 28, 2026 (proxy states “first anniversary” of grant; timing suggests an inconsistency) | 10 years | Granted under Fifth Amended & Restated 2010 Plan |
| Stock options (annual director grant; includes contingent portion) | Jan 28, 2025 | 16,000 options (incl. 14,400 contingent) | — | $3.13 per share | 100% on Jan 28, 2026 (subject to continued service) | Jan 27, 2035 | Contingent portion forfeits if Plan Amendment No. 1 not approved within 12 months; options issued under Fifth Amended & Restated 2010 Plan |
| Non-employee director compensation cap | Annual | — | — | — | — | — | Total annual cash + equity grant-date value capped at $500,000 per director |
Performance metrics: Director equity awards at Curis are time-vested stock options; no revenue/EBITDA/TSR performance metrics disclosed for director compensation.
Change-in-control treatment (equity awards):
- Single trigger: Upon change in control, 50% of then-unvested options accelerate; 50% of restricted stock forfeiture restrictions lapse.
- Double trigger: If terminated without cause or resigns for good reason within 12 months after change in control, remaining unvested awards fully vest; applies to participants (including directors for option awards under the plan framework).
Clawback/Recovery: Compensation committee oversees implementation and administration of compensation recovery policy.
Hedging/Pledging: Insider trading policy prohibits hedging, short sales, margin purchases, and pledging (except via company-granted exceptions).
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks |
|---|---|---|---|
| Curis, Inc. | Director; Compensation Committee member | Compensation Committee (member) | Compensation Committee interlocks: none in FY 2024 (no reciprocal executive-director interlock) |
| ArriVent BioPharma, Inc. | Director | Not disclosed | Appointment effective May 16, 2024 |
| Carisma Therapeutics, Inc. | Director | Not disclosed | Ongoing per CRIS proxy |
| Artios Pharma Ltd.; Trishula Therapeutics, Inc. | Director | Not disclosed | Ongoing; private companies |
Expertise & Qualifications
- Oncology and drug development expertise; senior development leadership within major pharma (Novartis), and R&D/CEO roles in biotech (Forma, Anokion).
- Medical credentials (M.D.; oncology fellowship) and broad clinical development experience across oncology and immunology/dermatology.
- Rationale for board fit: Board cites his oncology expertise and drug development experience as valuable to Curis.
Equity Ownership
| As of | Shares Held | Shares Acquirable Within 60 Days | Total Beneficial Ownership | Percent of Outstanding | Notes |
|---|---|---|---|---|---|
| Mar 10, 2025 | 0 | 13,765 | 13,765 | <1% | No pledging by directors or NEOs disclosed; total shares outstanding 8,487,818 |
| Dec 31, 2024 (options held) | — | — | 14,000 (aggregate options) | — | Aggregate director options held as of FY-end |
Ownership alignment framework:
- Stock ownership guidelines: Not implemented for executives or directors (determined to be minority practice among peers in 2018 review).
- Hedging/pledging prohibited (see above).
Insider Trades
| Date | Filing | Type | Security | Quantity | Price | Vesting/Terms |
|---|---|---|---|---|---|---|
| Jan 28, 2025 | Form 4 | Option grant | Non-employee director stock options | 16,000 (incl. 14,400 contingent) | $3.13 | Vest 100% on Jan 28, 2026; expires Jan 27, 2035; contingent portion forfeits if plan amendment not approved within 12 months |
| Jan 2024 | — (grant disclosed in proxy) | Option grant | Non-employee director stock options | 4,250 | — (FMV at grant) | Vest 100% on Jan 28, 2026; 10-year term |
Note: 2024 director grant details (shares/vesting/term) come from the proxy narrative; Form 4 date/price for 2024 grant not disclosed in the proxy text. The 2025 Form 4 filing is indexed at SEC EDGAR; grant terms/pricing match proxy.
Governance Assessment
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Strengths
- Independence affirmed; no compensation committee interlocks; robust committee oversight and independent consultant with no conflicts (Willis Towers Watson).
- Relevant domain expertise (oncology, clinical development) supports board effectiveness in a biotech context.
- Engagement evidenced by Compensation Committee meeting cadence (5x in FY 2024) and board attendance thresholds.
- Anti-hedging/pledging policy strengthens alignment; clear change-in-control equity provisions with structured single/double triggers and no tax gross-ups.
-
Risks / RED FLAGS to monitor
- Overboarding risk: simultaneous service on Curis, Carisma (public), and ArriVent (public) plus multiple private boards may strain capacity during critical periods (e.g., financing, clinical inflections).
- Equity-heavy director pay with significant increase in option grant size from 4,250 (2024) to 16,000 (2025, largely contingent) could signal pay inflation; however overall cap of $500k and shareholder approval requirement mitigate excess.
- Stock ownership guidelines absent for directors (minority practice among peers per 2018 analysis), potentially reducing formal ownership alignment expectations; mitigated by anti-hedging/pledging policy.
-
Conflicts/Related parties
- No specific related-party transactions involving Dr. Hohneker are disclosed; company has formal policies and Audit Committee review processes for related person transactions.
Compensation Committee Analysis
- Members: Rubin (Chair), Hohneker, Kaitin; five meetings in FY 2024.
- Consultant: Willis Towers Watson retained to review peer group and compensation in 2022–2023; committee determined no conflicts and consultant independence consistent with Nasdaq standards.
- Responsibilities: CEO/executive pay, director compensation, cash/equity plan oversight, succession planning, compensation recovery policy, and CD&A.
Notes on Proxy Election
- 2025 board recommends reelection of Class II directors (Hohneker and Rubin) as in stockholders’ best interests; no familial relationships among directors.