James Dentzer
About James E. Dentzer
Independent director at IMUNON, appointed in September 2022; age 58 as of the 2025 proxy. Career finance/operator with CEO experience in biotech, serving as President & CEO and director of Curis, Inc. since September 2018; prior CFO roles at Dicerna, Valeritas, and Amicus; six years as Corporate Controller at Biogen and six years in senior finance at DuPont. Education: B.A. in Philosophy (Boston College) and M.B.A. (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curis, Inc. (Nasdaq: CRIS) | President & CEO; Director | Sep 2018–present; COO & CFO Mar–Sep 2018; CAO & CFO Mar 2016–Mar 2018 | Public-company CEO; board member |
| Dicerna Pharmaceuticals | Chief Financial Officer | Dec 2013–Dec 2015 | Finance leadership at clinical-stage biotech |
| Valeritas, Inc. | Chief Financial Officer | Mar 2010–Dec 2013 | Finance leadership at medical technology company |
| Amicus Therapeutics (Nasdaq: FOLD) | Chief Financial Officer | Oct 2006–Oct 2009 | Built public-company finance capabilities |
| Biogen (Nasdaq: BIIB) | Corporate Controller | Six years (dates not specified) | Public-company controllership |
| E.I. du Pont de Nemours | Senior finance roles | Six years (U.S. and Asia) | Global finance experience |
External Roles
| Organization | Listing | Role | Start | Notes |
|---|---|---|---|---|
| Curis, Inc. | Nasdaq: CRIS | President & CEO; Director | Sep 2018 | Active public-company operator; potential network interlock in biotech |
Board Governance
- Independence: Board determined Dentzer is independent under SEC/Nasdaq rules; he chairs Audit and is designated the audit committee financial expert .
- Committee assignments and roles:
- Audit Committee: Chair; “audit committee financial expert”; members Fritz, Pellizzari (all independent) .
- Nominating & Governance Committee: Member; 2025 composition Braun and Dentzer (independent) .
- Attendance and engagement: In 2024, all directors attended 100% of Board and committee meetings they served on; Board met 5x, Audit 4x, Compensation 1x, N&G 1x; S&T did not meet .
- Board size and classification: Six directors, classified board (three classes) with staggered terms .
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $27,450 | Paid quarterly |
| Board meeting fee (regular meeting) | $1,980 per meeting | In addition to retainer |
| Committee meeting fee (separate from Board meeting) | $1,080 per meeting | Applies when not concurrent with Board |
| Audit Committee Chair cash fee | $12,150 | Role-based premium |
| Year | Fees Earned (Cash) | Option Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $51,839 | $12,144 | $63,983 |
| 2023 | $58,800 | $2,395 | $61,195 |
Performance Compensation
| Grant Date | Options (#) | Exercise Price ($) | Expiration | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Mar 15, 2024 | 4,500 | 0.86 | 3/15/2034 | 0.79 per option | 50% at grant; 25% at 1st and 2nd anniversaries |
| Jun 12, 2024 | 4,500 | 1.22 | 6/12/2034 | 1.12 per option | 50% at grant; 25% at 1st and 2nd anniversaries |
| Sep 6, 2024 | 3,634 | 1.04 | 9/6/2034 | 0.99 per option | 50% at grant; 25% at 1st and 2nd anniversaries |
- Equity design: Director equity granted as stock options; options only gain value with stock price appreciation, aligning interests with shareholders .
Other Directorships & Interlocks
| Company | Relationship to IMUNON | Interlock/Transaction |
|---|---|---|
| Curis, Inc. | Unrelated biotech peer | No related-party transactions with Dentzer disclosed; proxy RPT section lists only Transomic/Chairman, not Dentzer . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; extensive CFO/Controller background across biopharma and medtech .
- Public company governance: Active CEO/director at Curis; experienced in SEC reporting, capital markets, and global operations .
- Education: B.A. Boston College; M.B.A. University of Chicago .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of May 13, 2025) | 16,018 shares (options exercisable or within 60 days) | Less than 1% of outstanding shares |
| Options outstanding (as of Dec 31, 2024) | 17,301 option awards outstanding | Aggregate count; detailed grants above |
| Ownership/retention guidelines | Directors must hold shares equal to 2x first-year total compensation within 3 years; includes restricted shares/RSUs and exercised shares; hedging/pledging prohibited |
Governance Assessment
- Strengths
- Independence and financial rigor: Independent director; Audit Chair and audit financial expert; Audit Committee independence affirmed .
- Attendance and engagement: 100% attendance in 2024 for Board and committees served; Audit met 4x; indicates active oversight .
- Alignment policies: Director stock ownership guidelines and strict prohibitions on hedging/pledging to support alignment .
- Potential conflicts/related-party exposure
- External role as Curis CEO/director is disclosed; no IMUNON related-party transactions involving Dentzer are disclosed in proxies .
- Compensation mix signals
- 2024 director equity grants materially higher than 2023 (option fair value $12,144 vs $2,395), increasing equity-at-risk exposure; base cash retainer decreased year-over-year per schedule .
- RED FLAGS
- None disclosed specific to Dentzer: no material legal proceedings reported for directors; Section 16 late filings did not include Dentzer in 2025; RPTs do not list Dentzer .
Appendix — Section 16 Compliance (Insider Filings)
| Year | Proxy Disclosure | Noted Late Filings |
|---|---|---|
| 2025 | Late filings by Lindborg and Braun; none indicated for Dentzer | Lindborg (1), Braun (1) |
| 2024 | Management states compliance for year ended Dec 31, 2023 | None |
