Martyn Greenacre
CURISAbout Martyn D. Greenacre
Martyn D. Greenacre, age 83, is the independent Chairman of the Board at Curis, Inc., serving as director since February 2000 and Chairman since May 2017. He is designated by the Board as an “audit committee financial expert.” Mr. Greenacre holds an M.B.A. from Harvard Business School and a B.A. from Harvard College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curis (predecessor Creative BioMolecules, Inc.) | Director (predecessor), later Curis Director | 1993–2000 (predecessor); 2000–present (Curis) | Long-tenured governance continuity |
| Life Mist L.L.C. | Chairman | Sep 2001–Dec 2016 | Led private company in fire suppression |
| Delsys Pharmaceutical Corporation | Chief Executive Officer | Jun 1997–Jun 2001 | Drug formulation leadership |
| Zynaxis, Inc. | President & Chief Executive Officer | 1993–1997 | Biopharma operating leadership |
| SmithKline Beecham Limited | Senior management; Chairman of European Operations; Board Director | 1973–1992 | Large-cap pharma operating and board experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Score Pharma, Inc. | Director | Private | Current directorship |
| Formula Pharmaceuticals, Inc. | Director (prior) | Private | Prior directorship |
No current public-company board seats are disclosed in the proxy; biography references decades of public company directorship experience without enumerating current public boards .
Board Governance
- Board leadership: Chair and CEO roles are separated; Mr. Greenacre is independent Chairman. Duties include chairing executive sessions of independent directors, agenda-setting, meeting frequency, and shareholder communication oversight .
- Independence: Board determined Mr. Greenacre (and all committee members) are independent under Nasdaq rules; audit and compensation committee members meet heightened SEC independence standards .
- Committee assignments:
- Audit Committee: Chair (members: Greenacre, Kaitin, Rubin). Met 5 times in FY2024; Greenacre is the audit committee financial expert .
- Nominating & Corporate Governance Committee: Member (Chair: Kaitin; members: Borgman, Greenacre). Met 4 times in FY2024 .
- Compensation Committee: Not a member (Chair: Rubin; members: Hohneker, Kaitin). Met 5 times in FY2024 .
- Attendance: Board met 11 times in FY2024; each director attended at least 75% of board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Risk oversight: Audit oversees financial controls, data privacy, cybersecurity; Compensation oversees pay and succession; Nominating oversees board composition and ESG; full board oversees strategy and capital allocation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (non-employee) | $45,000 | Standard cash retainer |
| Chairman of the Board Retainer | $35,000 | Additional for board chair role |
| Audit Committee Member Retainer | $10,000 | Member fee |
| Audit Committee Chair Retainer | $10,000 | Chair premium |
| Nominating & Corporate Governance Committee Member Retainer | $5,000 | Member fee |
| Total Cash Earned (2024) | $105,000 | Matches director compensation table |
Performance Compensation
| Grant | Shares | Grant Date Fair Value | Vesting | Expiration | Exercise Price |
|---|---|---|---|---|---|
| Director options (2024) | 4,250 | $39,221 | 100% on Jan 28, 2026 (1-year cliff) | 10 years | FMV on last trading day before grant (exact price not disclosed) |
| Director options (2025) | 16,000 (incl. 14,400 contingent) | Not disclosed | 100% on Jan 28, 2026; 14,400 contingent on shareholder approval of Plan Amendment No. 1 | 10 years | FMV on grant date |
No director performance metrics (TSR/EBITDA/ESG) tied to director equity awards are disclosed; options are time-based vesting only .
Other Directorships & Interlocks
| Company | Relationship Type | Potential Interlock/Conflict |
|---|---|---|
| None disclosed with Curis suppliers/customers/competitors | — | No related-party linkages disclosed; audit committee reviews any related-person transactions ≥$120,000 . Offerings in 2023–2025 involved institutional investors; no director participation disclosed . |
Expertise & Qualifications
- Audit committee financial expert designation; extensive pharma operations and board experience (SmithKline Beecham, Zynaxis, Delsys) .
- Harvard M.B.A. and B.A.; multi-decade executive leadership and director service across biopharma .
Equity Ownership
| Holder | Shares Held | Shares Acquirable Within 60 Days | Total Beneficial Ownership | Percent of Outstanding | Pledged Shares |
|---|---|---|---|---|---|
| Martyn D. Greenacre | 1,305 | 34,100 | 35,405 | <1% | None pledged (footnote) |
Director option holdings at 12/31/2024: Aggregate 34,350 options across awards; options awarded in 2024 and prior years as disclosed in the director compensation narrative .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 89.26% approval; Board continues annual say-on-pay frequency through 2029 frequency vote .
Compensation Committee Analysis
- Composition: Rubin (Chair), Hohneker, Kaitin; all independent .
- Consultant: Willis Towers Watson periodically retained; peer group reviewed; committee determined no consultant conflicts .
- Pay philosophy: Emphasis on alignment, mix of cash and equity, risk review found compensation practices not reasonably likely to have material adverse effect .
Governance Assessment
-
Strengths:
- Independent Chairman structure; clear delineation from CEO role; enhanced independent oversight .
- Audit Committee chaired by an SEC-defined financial expert; robust oversight charter with quarterly independent meetings with auditors .
- Formal related-person transaction policy; audit committee approval protocol .
- Board and committees met regularly; minimum 75% attendance threshold achieved; directors attended 2024 annual meeting .
-
Watch items / RED FLAGS:
- Low “skin-in-the-game”: Beneficial ownership <1% (35,405 shares), no stock ownership guidelines for directors—committee chose not to implement guidelines (alignment risk) .
- Role concentration: Simultaneous service as Board Chair and Audit Committee Chair may concentrate governance responsibilities (bandwidth/independence optics), though independence is affirmed .
- Long tenure: Director since 2000; independence affirmed by Board, but long tenure can be scrutinized by some investors for de facto entrenchment risk .
- Dilution sensitivity: 2025 proposal to increase equity plan by 1,255,000 shares, with contingent director option grants—signals reliance on equity; potential shareholder dilution considerations .
Hedging/pledging policy restricts hedging, short sales, and pledging (except by exception), which mitigates alignment concerns; no pledging by the director noted .
Related Party Transactions (Director-Specific)
- Policy requires audit committee review/approval for related-person transactions >$120,000; permitted exceptions narrowly defined .
- 2023–2025 capital raises disclosed with 5% holders (Maverick, M28, Bleichroeder, Thomas A. Satterfield Jr.); no director-related transactions disclosed in these offerings .
Fixed Compensation (Director-Level Summary, 2024)
| Director | Cash Fees | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Martyn D. Greenacre | $105,000 | $39,221 | $144,221 |
Performance Compensation (Director Equity Terms)
| Year | Award Type | Shares | Vesting | Exercise Price Basis | Term |
|---|---|---|---|---|---|
| 2024 | Stock Option | 4,250 | 100% on Jan 28, 2026 | FMV (last trading day before grant) | 10 years |
| 2025 | Stock Option | 16,000 (14,400 contingent on plan approval) | 100% on Jan 28, 2026 | FMV on grant date | 10 years |
Other Directorships & Interlocks (Detail)
| Company | Role | Years | Potential Curis Interlock/Conflict |
|---|---|---|---|
| Score Pharma, Inc. | Director | Not disclosed | None disclosed |
| Formula Pharmaceuticals, Inc. | Director (prior) | Not disclosed | None disclosed |
Equity Ownership (Detail)
| Metric | Value |
|---|---|
| Shares held | 1,305 |
| Shares acquirable within 60 days (options/warrants) | 34,100 |
| Total beneficial ownership | 35,405 |
| % of shares outstanding | <1% |
| Pledged as collateral | None |
At Dec 31, 2024, non-employee directors held: Greenacre 34,350 aggregate stock options; vesting and pricing per plan terms .
Independence, Attendance & Engagement
- Independence status: Independent director per Nasdaq standards; independent across all committees he serves .
- Attendance: ≥75% of board and committee meetings; attended 2024 annual meeting .
- Executive sessions: As Chairman, leads independent director sessions .
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Financial expert designation; oversees auditor independence and risk (incl. cybersecurity) |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, ESG policies |
| Compensation | Not a member | 5 | Separate oversight by independent members |
Board leadership and agendas managed by the independent Chairman (Greenacre), including frequency and shareholder communications .
Governance Signals for Investors
- Independent Chair with audit expertise enhances oversight; combined with strong committee structures, this supports governance quality .
- Low personal equity stake and absence of director ownership guidelines may dilute alignment; monitor future equity grants and any move to adopt guidelines .
- Equity plan expansion and contingent awards indicate continued reliance on equity compensation across board and management; consider dilution impact in voting and engagement .
- Strong say-on-pay support (89.26%) signals shareholder endorsement of compensation framework; remain attentive to plan amendments and contingent awards .