Marc Rubin
CURISAbout Marc Rubin
Marc Rubin, M.D., age 70, is an independent director of Curis, Inc. (CRIS) and has served on the board since June 2010; he is currently Chair of the Compensation Committee and a member of the Audit Committee . Dr. Rubin holds an M.D. from Cornell University Medical College and completed board-certified subspecialty training in medical oncology and infectious diseases at the National Cancer Institute; he also served on senior staff in the infectious diseases section at NCI before entering industry . His core credentials span clinical development leadership and executive roles across Bayer Schering Pharma/Schering AG, Berlex Pharmaceuticals, and GlaxoSmithKline, as well as executive chair and CEO experience at Titan Pharmaceuticals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Titan Pharmaceuticals, Inc. | Executive Chairman | May 2009 – Aug 2022 | Oversight of biopharma strategy; previously President & CEO (Oct 2007 – Dec 2008) |
| Bayer Schering Pharma AG | Head of Global R&D; Member of Board of Management | Jun 2006 – Feb 2007 | Member, Executive Committee of Bayer HealthCare LLC; led global R&D |
| Schering AG / Berlex Pharmaceuticals, Inc. | Executive Board Member; Chairman of Schering Berlin Inc.; President of Berlex Pharmaceuticals | Oct 2003 – Jun 2006 | Led North American operations; clinical/commercial development leadership |
| GlaxoSmithKline plc | SVP Global Clinical Pharmacology & Discovery Medicine; various clinical/commercial development roles | 2001 – 2003 (SVP); 1990 – 2003 (various) | Global clinical development leadership |
| National Cancer Institute (NIH) | Subspecialty training; Investigator/Senior Staff (Infectious Diseases) | 1983 – 1986 (training); 1986 – 1989 (Investigator/Senior Staff) | Clinical research; oncology and infectious disease expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galectin Therapeutics Inc. (public) | Director | Current | Not disclosed in CRIS proxy |
| Rogosin Institute (non-profit) | Director | Prior | Not disclosed |
| Soricimed Biopharma, Inc. (private) | Director | Prior | Not disclosed |
| Titan Pharmaceuticals, Inc. (public) | Executive Chairman; prior Director | Prior (Exec Chair until 2022) | Governance/executive leadership |
Board Governance
- Independence: The board determined in March 2025 that Dr. Rubin is independent under Nasdaq listing standards; all members of Audit, Compensation, and Nominating committees are independent (with Audit members also meeting Rule 10A-3 and Compensation members meeting Rule 10C-1 criteria) .
- Committee assignments: Audit Committee member; Compensation Committee Chair. Audit members: Greenacre (Chair), Kaitin, Rubin; Compensation members: Rubin (Chair), Hohneker, Kaitin .
- Meeting cadence and attendance: Board met 11 times in FY2024; each director attended at least 75% of aggregate board and relevant committee meetings, and all current directors attended the 2024 annual meeting .
- Board leadership: Chairman of the Board is independent (Martyn D. Greenacre) with explicit responsibilities including executive session leadership, agenda setting, and stockholder communications .
- Risk oversight: Audit oversees financial controls, data privacy and cybersecurity; Compensation oversees compensation policies and management succession; Nominating/Governance oversees board composition and ESG policies .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $70,000 | Consistent with policy: $45,000 director retainer; plus $10,000 Audit member; $7,500 Compensation member; $7,500 Compensation Chair |
| Annual Director Retainer (policy) | $45,000 | Approved Jan 2024 and Jan 2025 |
| Committee Member Retainers (policy) | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 | Applies to members |
| Committee Chair Retainers (policy) | Audit Chair: $10,000; Compensation Chair: $7,500; Nominating Chair: $5,000 | Additional to committee member retainer |
Performance Compensation
| Equity Award | Grant Date | Shares | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| Non-employee Director Option | Jan 2024 | 4,250 | Fair market value (last trading day before grant) | 100% on Jan 28, 2025 (cont. service) | 10 years |
| Non-employee Director Option | Jan 2025 | 16,000 (incl. 14,400 contingent) | Fair market value (date of grant) | 100% on Jan 28, 2026; 14,400 contingent on stockholder approval of Plan Amendment No. 1 within 12 months | 10 years |
| 2024 Director Option Fair Value (reported) | FY2024 | $39,221 | Accounting fair value (ASC 718) | — | — |
No director performance-vesting metrics (e.g., TSR, EBITDA) are disclosed for non-employee director equity awards; awards are time-based options per policy .
Other Directorships & Interlocks
| Company | Relationship to CRIS | Potential Interlock/Conflict |
|---|---|---|
| Galectin Therapeutics Inc. | Unrelated biotech; Dr. Rubin is a director | No CRIS-related transactions disclosed; no related-party exposure indicated in CRIS proxy |
Expertise & Qualifications
- Clinical development and executive leadership across major pharma/biotech (Bayer Schering, Schering/Berlex, GSK) with board and executive committee roles; deep medical, commercial, and scientific expertise .
- Medical credentials: M.D. (Cornell), oncology and infectious diseases subspecialty training and Senior Staff at NCI .
- Current public board service: Galectin Therapeutics Inc. .
Equity Ownership
| Holder | Shares Held | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Marc Rubin, M.D. | 1,441 | 34,100 | 35,541 | <1% |
- Aggregate options held (12/31/2024): 34,350 options outstanding (non-employee director) .
- Pledging/Hedging: Company policy prohibits short sales, derivatives, and pledging except by exception; none of CRIS directors/NEOs have pledged shares per footnote (1) .
- Stock ownership guidelines: Not implemented for directors/executives (minority practice among peer group per 2018 review) .
Governance Assessment
- Strengths: Independent status; committee leadership (Compensation Chair) and Audit membership; documented attendance at ≥75% meetings; active executive sessions under independent Chair; robust related-party transaction review via Audit Committee; prohibition of hedging/short sales .
- Alignment and incentives: Director pay mixes cash retainers with time-based equity options; 2024 cash $70,000 and equity fair value $39,221 for Dr. Rubin, supporting long-term alignment but without performance-vesting features .
- Shareholder signals: 2024 say-on-pay passed with ~89.26% support, signaling investor acceptance of overall compensation approach .
- Watch items / potential red flags:
- No director stock ownership guidelines may reduce formal “skin-in-the-game” requirements versus peers .
- Increased reliance on equity, including contingent director options in 2025 pending share pool expansion (Amendment No. 1), highlights dilution sensitivity; board seeking +1,255,000 shares to the plan (approx. 15% of shares outstanding as of Mar 24, 2025), and contingent awards will be forfeited if not approved .
- No performance-based equity metrics for directors; awards are time-based .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Dr. Rubin; recent financings involved institutional holders, not directors .
Compensation Committee Analysis (structure and process)
- Composition and independence: Rubin (Chair), Hohneker, Kaitin; all independent under Nasdaq standards including Rule 10C-1 considerations .
- Use of independent consultant: Willis Towers Watson periodically retained; Compensation Committee determined no conflicts of interest with its retention; peer group reviewed in 2022–2023 for 2023–2024 executive benchmarking .
- Clawback/Recovery: Compensation Committee oversees implementation and administration of compensation recovery policy .
- Committee activity: Compensation Committee met five times in FY2024 .
Director Compensation (structure detail)
| Element | Policy |
|---|---|
| Annual cash retainer | $45,000 per non-employee director |
| Board Chair additional retainer | $35,000 |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Nominating/Governance: $5,000 |
| Committee chair retainers | Audit Chair: $10,000; Compensation Chair: $7,500; Nominating Chair: $5,000 |
| Annual equity (2024) | Option for 4,250 shares; vests 100% on first anniversary; 10-year term; fair market value grant price |
| Annual equity (2025) | Option for 16,000 shares including 14,400 contingent on Plan Amendment No. 1; vests 100% on first anniversary; 10-year term; fair market value grant price |
Say-on-Pay & Shareholder Feedback
- Frequency: Annual say-on-pay adopted by stockholders in 2024; next frequency vote due in 2029 .
- 2024 say-on-pay approval: ~89.26% “FOR” .
- Committee response: Considered results in 2025 executive compensation decisions; continues pay-for-performance philosophy .
Related Party Transactions (policy and recent activity)
- Policy: Audit Committee reviews/approves related-person transactions >$120,000 (executives, directors, nominees, 5% holders and immediate family); may approve only if not inconsistent with CRIS’s best interests .
- Recent financings: July 2023, October 2024, March 2025 offerings involved institutional investors (Maverick, M28 Capital, Bleichroeder, entities affiliated with Thomas A. Satterfield Jr.); no director participation disclosed .
Risk Indicators
- Hedging/pledging prohibition and insider trading policy; no pledges by directors/NEOs per footnote (1) .
- Cybersecurity oversight by Audit Committee with periodic management reporting and processes described .
- D&O indemnification for directors and standard indemnification agreements in place; D&O insurance maintained if available .
Equity Compensation Plan Dilution Context
| Metric | Value |
|---|---|
| Securities to be issued upon exercise of outstanding awards (Dec 31, 2024) | 1,160,251 (weighted avg exercise price $33.44) |
| Shares remaining available under equity plans (Dec 31, 2024) | 1,307,061 |
| Proposed increase (Amendment No. 1 to Fifth Amended and Restated 2010 Plan) | +1,255,000 shares |
| Dilution context (if approved; as of 3/24/2025 OS 8,487,818) | ~15% of outstanding shares |
Board rationale: higher-than-projected equity needs in 2025 due to stock price and RSU fungible share counting; contingent awards granted pending stockholder approval .
Attendance & Engagement
| Body | FY2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 11 | All directors attended ≥75% of aggregate board/committee meetings; all current directors attended 2024 annual meeting |
| Audit Committee | 5 | Greenacre (Chair), Kaitin, Rubin |
| Compensation Committee | 5 | Rubin (Chair), Hohneker, Kaitin |
| Nominating & Corporate Governance Committee | 4 | Kaitin (Chair), Borgman, Greenacre |
Summary Implications for Investors
- Governance quality appears solid: independent director leading Compensation Committee, strong attendance, and clear committee oversight frameworks .
- Alignment is primarily time-based equity plus cash retainers; absence of ownership guidelines reduces formal alignment requirements; pending share pool increase underscores dilution sensitivity and equity reliance .
- No disclosed conflicts or related-party transactions involving Dr. Rubin; say-on-pay support (89.26%) suggests broad investor acceptance of compensation practices .