Kenneth Kaitin
CURISAbout Kenneth I. Kaitin, Ph.D.
Kenneth I. Kaitin, age 72, has served on Curis’s board since November 2003. He is a Senior Fellow (since Jan 2021) and former Director (1998–2020) of the Tufts Center for the Study of Drug Development; he holds an M.S. and Ph.D. in pharmacology from the University of Rochester and a B.S. from Cornell. He is an internationally recognized expert in drug development with prior testimonies before the U.S. Congress and multiple industry awards and editorial leadership roles. Curis cites his qualifications in biopharma innovation economics and broad drug development expertise as reasons for his board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curis, Inc. | Director (Class III) | Nov 2003–present | Member: Audit, Compensation, Nominating & Corporate Governance; Chair: Nominating & Corporate Governance |
| Tufts CSDD | Senior Fellow | Jan 2021–present | Academic drug policy research, strategic insights for developers/regulators |
| Tufts CSDD | Director | Jul 1998–Dec 2020 | Led research on drug development quality/efficiency; industry thought leadership |
| Tufts University School of Medicine | Professor of Medicine & Immunology | Since 2014 | Academic leadership; publications; industry engagement |
| Shanghai Medical College, Fudan University | Advisory Professor | Dec 2014–present | International academic collaboration |
| Univ. of Basel, European Center for Pharmaceutical Medicine | Faculty | Since Sep 1999 | European pharmacology education; drug development expertise |
| Editorial/Professional | Editor-in-Chief; President, DIA | Various (1997–2021) | Editorial boards; DIA President (1997–1998); EIC roles in industry journals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Dept. of Defense | Expert consultant (Bioterror Countermeasures) | N/A | Advisory expertise to government |
| International Federation of Pharmaceutical Physicians | Global Fellow in Medicines Development | 2020 | Industry recognition |
| Academy of Pharmaceutical Physicians & Investigators | Dr. Louis M. Sherwood Award | 2011 | Award recipient |
| Sino-American Pharmaceutical Professionals Association | Distinguished Achievement Award | 2021 | Award recipient |
The proxy does not disclose any current public-company directorships for Dr. Kaitin beyond Curis .
Board Governance
- Independence: The board affirmed in March 2025 that Dr. Kaitin is independent under Nasdaq standards; all audit, compensation, and nom/gov committee members are independent .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Committee assignments:
- Audit Committee: Member; committee met 5 times in 2024; Chair is Martyn Greenacre; Greenacre is the SEC-defined financial expert .
- Compensation Committee: Member; committee met 5 times in 2024; Chair is Marc Rubin .
- Nominating & Corporate Governance Committee: Chair; committee met 4 times in 2024 .
- Roles and charters: Current charters posted on the company website; audit responsibilities include related-party transaction review and cybersecurity risk oversight; compensation oversees recovery (clawback) policy and succession planning; nom/gov oversees ESG policies and board evaluations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $45,000 | Policy approved Jan 2024 and Jan 2025 |
| Board Chair additional retainer | $35,000 | Not applicable to Kaitin (Greenacre is Chair) |
| Audit Committee member retainer | $10,000 | Kaitin is a member |
| Compensation Committee member retainer | $7,500 | Kaitin is a member |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Kaitin is a member |
| Nominating & Corporate Governance Committee chair retainer | $5,000 | Kaitin is Chair |
| 2024 Director Compensation (Kaitin) | Cash Fees | Option Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Amount | $72,500 | $39,221 | $111,721 |
- Non-employee director compensation cap: Aggregate annual cash plus equity grant-date fair value limited to $500,000 per director .
Performance Compensation
| Award | Grant Date | Shares | Exercise Price | Vesting | Term | Notes |
|---|---|---|---|---|---|---|
| Stock Option (annual grant) | Jan 2024 | 4,250 | FMV (prior trading date) | 100% on Jan 28, 2026 (1-year cliff), service-based | 10 years | Director option program; time-based vesting only |
| Stock Option (annual grant) | Jan 2025 | 16,000 | FMV (grant date) | 100% on Jan 28, 2026, service-based | 10 years | 14,400 shares contingent on shareholder approval of plan amendment |
| Contingent Stock Option (subset of above) | Jan 2025 | 14,400 | $3.13 | 100% on Jan 28, 2026, service-based | Expires Jan 27, 2035 | Forfeits if Amendment No.1 not approved within 12 months; not exercisable before approval |
| Performance Metrics Tied to Director Compensation | Status/Detail |
|---|---|
| Explicit performance metrics (e.g., TSR, revenue, ESG) for director equity grants | Not disclosed; director options are time-based vesting; company describes equity as “inherently performance-based” via stock price appreciation, but no formal metrics for director awards |
Compensation committee oversight includes a compensation recovery (clawback) policy implementation; however, proxy does not specify director award clawback metrics or triggers .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public-company boards (current) | Not disclosed for Kaitin in the proxy biography |
| Compensation Committee Interlocks | None involving Curis executive officers and other issuers during FY2024 |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Drug development economics and innovation expert; extensive publications; frequent media citations; prior congressional testimony on FDA reform and pharmaceutical innovation .
- Senior academic roles across Tufts and international institutions; editorial leadership and industry association recognition .
- Board qualification per Curis: expertise across life-sciences industry issues, supporting governance and strategy .
Equity Ownership
| Holder | Shares Held | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding | Pledging Status |
|---|---|---|---|---|---|
| Kenneth I. Kaitin, Ph.D. | 1,407 | 34,100 | 35,507 | <1% | None pledged; company policy restricts pledging without exception approval |
- As of March 10, 2025: 8,487,818 shares outstanding (basis for % calc) .
- Hedging policy: Prohibits short sales and derivatives/hedging transactions in company stock; pledging prohibited except via company-approved exception .
Governance Assessment
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Strengths:
- Long tenure with deep drug development expertise supporting Curis’s therapeutic strategy and regulatory understanding .
- Confirmed independence and active committee roles, including chairing Nominating & Corporate Governance; solid attendance; independent committee compositions .
- Formal limits on director compensation and transparent cash/equity structure; annual committee meeting cadence indicates engagement .
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Watchpoints / RED FLAGS:
- No stock ownership guidelines for directors or executives—a potential alignment gap versus best practice; mitigated partially by hedging/pledging prohibitions and option-based grants. This is a governance weakness for “skin-in-the-game” signaling .
- 2025 director option grants include large contingent awards subject to shareholder approval, increasing potential overhang/dilution; while aligned to shareholder vote, the scale merits monitoring for pay-quality and dilution risk .
- Director equity awards are time-based with no disclosed performance metrics (e.g., TSR or clinical milestones) for director grants; reduces explicit pay-for-performance linkage at the board level .
-
Related-party and interlock risk:
- Audit Committee oversees related-person transactions; Compensation Committee interlock disclosure indicates no reciprocal board/committee interlocks with Curis executives in FY2024—reducing conflict risk .
Overall: Independent, engaged, and experienced director with governance leadership. Absence of ownership guidelines and reliance on time-based option grants are alignment watchpoints; the contingent 2025 awards tied to shareholder approval elevate dilution sensitivity—investors should track plan approval outcomes and subsequent director ownership evolution .