Jonathan Zung
CURISAbout Jonathan Zung
Jonathan B. Zung, Ph.D., is Chief Development Officer at Curis and has served in this role since May 2023, with an amended and restated employment agreement effective November 1, 2023 . He earned his Ph.D. in analytical chemistry from Emory University and previously held senior development leadership roles at Evelo Biosciences, WCG, Covance, UCB, Bristol Myers Squibb (BMS), and Pfizer; he also serves on the advisory board of Saama Technologies . Company pay-versus-performance disclosures show the value of a hypothetical $100 TSR investment at year-end of $97 in 2024 (vs. $92 in 2023 and $93 in 2022) alongside net losses of $(43,389), $(47,413), and $(56,672), respectively, highlighting ongoing negative earnings while TSR modestly improved in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evelo Biosciences | Chief Development Officer | Not disclosed | Led operational design and execution of clinical programs |
| WCG | Leadership roles | Not disclosed | Clinical development/operations leadership |
| Covance | Leadership roles | Not disclosed | Portfolio and trial execution leadership |
| UCB | Leadership roles | Not disclosed | Therapeutic development leadership |
| Bristol Myers Squibb | Leadership roles | Not disclosed | Global development/clinical leadership |
| Pfizer | Leadership roles | Not disclosed | Drug development and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saama Technologies | Advisory Board Member | Not disclosed | Data and AI-enabled clinical development insights |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 317,115 | 504,700 |
| Target Bonus (%) | 40% of base | 40% of base |
| Actual Bonus Paid ($) | 215,600 | 191,786 |
| Other Compensation ($) | — (not disclosed) | 23,291 (incl. $2,591 estate/tax prep and tax gross-up; $20,700 401(k) match) |
Notes:
- Base salaries were increased by 3% in January 2025 to $519,900 for Dr. Zung .
- Target bonus structure continued at 40% for 2025 per employment agreement .
Performance Compensation
Short-Term Incentives (STI)
| Year | Metric | Target | Actual | Payout |
|---|---|---|---|---|
| 2023 | Company/corporate goals | 100% | Achieved above target | 110% of target bonus (paid $215,600) |
| 2024 | Emavusertib CNS lymphoma enrollment goals | Met | Met | Included in 95% payout determination |
| 2024 | Regulatory goals for CNS lymphoma | Met ahead of schedule | Met ahead of schedule | Included in 95% payout determination |
| 2024 | Manufacturing goals | Met | Met | Included in 95% payout determination |
| 2024 | TakeAim Leukemia study goals | Partially met | Partially met | Included in 95% payout determination |
| 2024 | Financial goals (extend cash runway 12 months) | Partially met | Partially met | Included in 95% payout determination |
| 2024 | Aggregate STI payout | 100% | 95% | Paid $191,786 |
Weightings by metric were not disclosed.
Equity Awards (Options)
| Grant | Shares | Exercise Price ($) | Vesting Schedule | Expiration | Status |
|---|---|---|---|---|---|
| Apr 30, 2023 (inducement) | 25,000 (9,375 exercisable; 15,625 unexercisable at 12/31/24) | 16.60 | 25% at 1-year anniversary, then 6.25% quarterly | 4/30/2033 | Outstanding |
| Jan 18, 2024 (annual) | 40,700 (all unexercisable at 12/31/24) | 11.62 | 25% vested on 1/19/2025; then 6.25% quarterly | 1/18/2034 | Outstanding |
| Jan 28, 2025 (annual) | 15,000 | 3.13 | 25% on 1/28/2026; then 6.25% quarterly | 1/27/2035 | Outstanding |
| Jan 28, 2025 (contingent subject to plan approval) | 135,000 | 3.13 | 25% on 1/28/2026; then 6.25% quarterly; forfeits if plan amendment not approved within 12 months | 1/27/2035 | Contingent |
Change-in-control equity treatment: 50% single-trigger acceleration at change in control; full acceleration on termination without cause/for good reason within 12 months (double-trigger) for plan options; inducement option has identical treatment .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares held (direct/indirect) | — |
| Shares acquirable within 60 days (options/warrants) | 25,218 |
| Total beneficial ownership | 25,218; less than 1% |
| Pledged shares | None; company policy restricts pledging absent exception |
| Hedging/derivatives policy | Prohibits short sales, derivatives, and hedging transactions in company securities |
| Stock ownership guidelines | None in place (committee decided not to implement) |
Vested vs. unvested options at 12/31/2024:
- Exercisable: 9,375 (at $16.60)
- Unexercisable: 15,625 (at $16.60) and 40,700 (at $11.62)
Employment Terms
| Provision | Key Terms |
|---|---|
| Start date and agreement | Began serving as CDO in May 2023; amended and restated employment agreement dated Nov 1, 2023 |
| Base salary | $490,000 at agreement; increased to $504,700 in 2024 and $519,900 in 2025 (3% annual merit increases) |
| Target bonus | 40% of base salary; payable in cash or capital stock based on goals set by Board/Comp Committee |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 9 months base salary; pro-rated target bonus; portion of COBRA premiums up to 9 months |
| Change-in-control cash | If terminated without cause/for good reason within 12 months after CIC: base salary + target bonus; pro-rated target bonus; portion of COBRA premiums |
| Equity acceleration | 50% single-trigger on CIC; full double-trigger vesting on qualifying termination within 12 months; inducement option treated similarly |
| Clawback/recovery | Compensation committee oversees implementation/admin of compensation recovery policy |
| Perquisites | Estate planning/tax prep reimbursement with tax gross-up; 401(k) match (e.g., 2024: $2,591 gross-up; $20,700 match) |
| Insider trading | Subject to company insider trading policy; prohibits margin purchases, pledging, and hedging transactions |
Compensation Peer Group and Governance
- Peer group for 2024 executive officer compensation benchmarking included 15 oncology-focused biopharma peers (e.g., Akebia Therapeutics, C4 Therapeutics, Rigel, Syros, G1 Therapeutics, Vor Biopharma, MEI Pharma, Xilio Therapeutics, etc.) .
- Compensation committee members: Marc Rubin (Chair), John Hohneker, Kenneth Kaitin; five meetings in FY2024 .
- Independent consultant Willis Towers Watson has been periodically retained; no conflicts of interest identified .
- 2024 say-on-pay approval was 89.26%; Board continues annual advisory votes .
Compensation Structure Analysis
- Mix shift: Equity option awards rose modestly for Zung ($349,700 in 2023 vs. $375,595 in 2024) while cash bonus decreased ($215,600 → $191,786) and salary increased (reflects merit raise following full-year tenure) .
- Performance alignment: STI payouts flexed down to 95% in 2024 based on partial goal attainment, reinforcing at-risk pay linkage to milestones in CNS lymphoma, leukemia, manufacturing, and cash runway objectives .
- Equity program funding: 2025 contingent awards signal potential dilution; contingent nature depends on shareholder approval to increase plan share pool, a governance lever impacting retention/equity incentives .
Investment Implications
- Alignment: Beneficial ownership is de minimis with no stock ownership guidelines and prohibition on pledging; option grants provide leverage to stock performance but near-term selling pressure is limited given significant unvested tranches and standard quarterly vesting cadence starting 2025–2027 .
- Retention/CIC economics: Cash severance equals base plus target bonus on double-trigger CIC; combined with robust equity acceleration (50% single-trigger and full double-trigger), change-of-control outcomes are protective and could incentivize transaction neutrality rather than long-duration retention in a strategic event .
- Pay signals: 2024 STI at 95% reflects disciplined performance calibration; tax gross-ups on personal planning are a shareholder-unfriendly signal albeit modest in size, and say-on-pay support (89%) indicates overall investor acceptance of the program .
- Execution risk: Company-level metrics show continued net losses and mixed TSR over 2022–2024, underscoring dependency on clinical execution for emavusertib (CNS lymphoma and leukemia) to drive value creation under Zung’s development leadership .