| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. |
(b)
On September 24, 2018, Curis, Inc. (the “Company”) announced that Ali Fattaey, Ph.D., the president and chief executive officer of the Company is stepping down from the Company, effective immediately.
On September 26, 2018, Dr. Fattaey resigned as a member of the Board of Directors of the Company (the “Board”), effective immediately.
(c)
On September 24, 2018, the Company announced that James E. Dentzer was appointed the president and chief executive officer of the Company. Mr. Dentzer, age 51, has served as the Company’s chief financial officer, chief operating officer, secretary and treasurer since March 2018, and prior to that served as the Company’s chief financial officer, chief administrative officer, secretary and treasurer from March 2016 until March 2018. He will continue to serve as the Company’s secretary and treasurer. Mr. Dentzer previously served as chief financial officer of Dicerna Pharmaceuticals, Inc., an RNA interference-based biopharmaceutical company, from December 2013 to December 2015. Prior to that, he was the chief financial officer of Valeritas, Inc., a commercial-stage medical technology company, from March 2010 to December 2013. Prior to joining Valeritas, Inc., he was the chief financial officer of Amicus Therapeutics, Inc., a biotechnology company, from October 2006 to October 2009. In prior positions, he spent six years as corporate controller of Biogen and six years in various senior financial roles at E.I. du Pont de Nemours and Company in the U.S. and Asia. Mr. Dentzer holds a B.A. in philosophy from Boston College and an M.B.A. from the University of Chicago.
In connection with Mr. Dentzer’s appointment as president and chief executive officer of the Company, on September 24, 2018, the Company entered into a second amended and restated employment agreement with Mr. Dentzer, which agreement further amended his March 29, 2016 employment agreement, as amended on March 7, 2017 and March 21, 2018. Mr. Dentzer’s current base salary, which is subject to annual review by the Board and/or the Compensation Committee of the Board, was set at $495,000 per annum. The agreement also provides that on or about the date of the agreement, and subject to approval by the Board or the Board’s Compensation Committee (the “Compensation Committee”), he would be granted anon-qualified stock option to purchase 750,000 shares of the Company’s Common Stock with an exercise price equal to the fair market value of the shares on the date of grant (the “Option Award”). On September 26, 2018, the Compensation Committee granted the Option Award with an exercise price equal to $1.62 per share, which was the closing price of the Company’s Common Stock, as reported by the Nasdaq Stock Market, on the date of grant. The option will vest as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the option on each successive three-month period thereafter, subject to Mr. Dentzer’s continued service with the Company. The agreement also provides for four weeks paid vacation and for reimbursement of specified expenses related to Mr. Dentzer’s estate planning and tax preparation up to an annual maximum of $10,000, for which an associatedgross-up payment for applicable taxes is also provided. Under the agreement, Mr. Dentzer is entitled to participate in the Company’s medical and other benefits programs, and may be entitled to receive an annual bonus based on the achievement of specific objectives established by the Board and/or Compensation Committee of the Board at a target bonus rate of 60% of his annual base salary. Mr. Dentzer is also entitled to receive severance benefits under the agreement in the event of his termination by the Company without cause (after 30 days’ notice by the Company) or by Mr. Dentzer for good reason (as defined in the agreement) comprised of (i) 12 months’ pay at his then-current base salary, (ii) a portion of the same year’s target bonus,pro-rated to reflect the portion of the year elapsed, and (iii)
