Document

DEF 14A 1 curis_2024proxyxdefinitive.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

CURIS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CURIS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 21, 2024

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Curis, Inc. will be held exclusively online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2024 on May 21, 2024 at 10:00 a.m. Eastern Time for the purpose of considering and voting upon the following matters:

1. To elect two Class I directors for a term of three years;

2. To approve an advisory vote on executive compensation;

3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

4. To approve the Fifth Amended and Restated 2010 Stock Incentive Plan to reserve up to an additional 942,100 shares of common stock for issuance under the plan and to provide for certain other amendments;

5. To approve Amendment No. 2 to the Amended and Restated 2010 Employee Stock Purchase Plan to reserve up to an additional 400,000 shares of common stock for issuance under the plan;

6. To adopt and approve an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 27,781,250 to 39,171,875 and the number of authorized shares of our common stock from 22,781,250 to 34,171,875;

7. To adopt and approve an amendment to our Restated Certificate of Incorporation, as amended, to provide for officer exculpation; and

8. To transact any other business that may properly come before the meeting or any adjournment thereof.

The board of directors has fixed the close of business on March 25, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and at any adjournments thereof. This year’s annual meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the annual meeting online, vote your shares online during the annual meeting and submit your questions online during the annual meeting by visiting www.virtualshareholdermeeting.com/CRIS2024. There will not be a physical meeting location and you will not be able to attend the annual meeting in person. Your vote is very important to us. Whether or not you plan to attend the annual meeting online, it is important for your shares to be represented and voted.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials to many of our stockholders via the Internet, in accordance with rules adopted by the Securities and Exchange Commission. If you received only a Notice of Internet Availability of Proxy Materials, or Notice, by mail or e-mail, you will not receive a paper copy of the proxy materials unless you request one. Instead, the Notice will provide you with instructions on how to access and view the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy card to vote over the Internet or by telephone. If you received a Notice by mail or e-mail and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice.

The Notice of Internet Availability of Proxy Materials is being mailed to our stockholders on or about April 10, 2024 and sent by e-mail to our stockholders who have opted for such means of delivery on or about April 10, 2024.

Please promptly submit your proxy over the Internet, by phone or by mail. You may revoke your proxy at any time before the annual meeting by following the procedures described in the proxy statement. Further information about how to attend the annual meeting online, vote your shares online during the annual meeting and submit your questions online during the annual meeting is included in the accompanying proxy statement.

All stockholders are cordially invited to attend the virtual annual meeting.

By Order of the Board of Directors,

James E. Dentzer

President and Chief Executive Officer

Lexington, Massachusetts

April 10, 2024

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO SUBMIT YOUR PROXY TO VOTE YOUR SHARES BY SUBMITTING YOUR PROXY OVER THE INTERNET, OR BY TELEPHONE, OR BY COMPLETING, DATING, SIGNING, AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

TABLE OF CONTENTS



INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			8

PROPOSAL 1 — ELECTION OF DIRECTORS			10
Directors and Nominees for Director			10
Board Recommendation			14
CORPORATE GOVERNANCE			14
Corporate Governance Guidelines			14
Environmental, Social, and Governance Commitment			14
Human Capital			15
Determination of Independence			15
Board Meetings and Attendance			16
Board Leadership Structure			16
Board’s Role in Risk Oversight			17
Board Committees			17
Executive Officer and Director Compensation Processes			19
Risks Arising from Compensation Policies and Practices			19
Director Nomination Process			20
Communicating with the Board of Directors			20
Code of Business Conduct and Ethics			20
Policies and Procedures for Related Person Transactions			21
Audit Committee Report			21
Independent Registered Public Accounting Firm’s Fees and Other Matters			22

EXECUTIVE AND DIRECTOR COMPENSATION			23
Compensation Discussion			23
Summary Compensation Table			30

Outstanding Equity Awards at Fiscal Year-End			31

Employment Agreements			32
Indemnification of Executive Officers			33
Potential Payments Upon Termination or Change in Control			34

Pay Versus Performance Disclosure			35
Director Compensation			37
Indemnification of Directors			39
Securities Authorized for Issuance Under Equity Compensation Plans			39
Compensation Committee Interlocks and Insider Participation			40


PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			40
Board Recommendation			41

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
Board Recommendation			41

PROPOSAL 4 — APPROVAL OF THE FIFTH AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN			41
Why We Are Requesting Stockholder Approval			41
Highlights of the Amended Plan			43
Reasons Why Stockholders Should Approve the Amended Plan			44
2024 Contingent Option Awards			45
Information Regarding Overhang and Dilution			46
Description of the Amended Plan			46
Federal Income Tax Consequences			57
Board Recommendation			59

PROPOSAL 5 — APPROVAL OF AMENDMENT NO. 2 TO THE AMENDED AND RESTATED 2010 EMPLOYEE STOCK INCENTIVE PLAN			59
Description of the Amended ESPP			59
Federal Income Tax Consequences			62
Board Recommendation			63

PROPOSAL 6 — ADOPTION AND APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK			63
Reasons for the Proposed Amendment			64
Possible Effects of the Proposed Amendment			65
Board Recommendation			65

PROPOSAL 7 — ADOPTION AND APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO PROVIDE FOR OFFICER EXCULPATION			65
Overview and Effect of the Proposed Amendment			66
Board Recommendation			67

OTHER MATTERS			67
Stockholder Proposals for 2025 Annual Meeting			68
Solicitation of Proxies			68
Householding of Annual Meeting Materials			68

APPENDICES
Appendix A - Fifth Amended and Restated 2010 Stock Incentive Plan			A-1
Appendix B - Amended and Restated 2010 Employee Stock Purchase Plan, Amendment No. 1 and Amendment No. 2			B-1
Appendix C - Certificate of Amendment of Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Our Common Stock			C-1
Appendix D - Certificate of Amendment of Restated Certificate of Incorporation to Provide for Officer Exculpation			D-1

CURIS, INC.

128 Spring Street, Building C – Suite 500

Lexington, Massachusetts 02421

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 21, 2024

This proxy statement is furnished in connection with the solicitation by the board of directors of Curis, Inc. of proxies for use at the annual meeting of stockholders to be held virtually on May 21, 2024 at 10:00 a.m. Eastern Time and at any adjournments thereof. The annual meeting of stockholders will be held exclusively online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2024.

Except where the context otherwise requires, references to “Curis,” “we,” “us,” “our,” and similar terms refer to Curis, Inc. and its subsidiaries. We include our website address (www.curis.com) in this proxy statement only as an inactive textual reference and do not intend it to be an active link to our website. The contents of our website are not incorporated into this proxy statement.

References to shares of common stock outstanding and per share amounts in this proxy statement give effect to a 1-for-20 reverse stock split of our common stock that became effective as of 5:00 p.m. Eastern Time on September 28, 2023.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on May 21, 2024:

The proxy statement is available at www.proxyvote.com.

We will, upon written or oral request of any stockholder, furnish copies of our 2023 annual report to stockholders, except for exhibits, without charge. Please address all such requests to us at 128 Spring Street, Building C – Suite 500, Lexington, Massachusetts 02421, Attention: Secretary, or telephone: (617) 503-6500.

In accordance with Securities and Exchange Commission, or SEC, rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing the proxy materials, including this proxy statement, our 2023 annual report and the proxy card for the 2024 annual meeting, to many of our stockholders of record as of the record date via the Internet. We will send the Notice of Internet Availability of Proxy Materials, or Notice, to these stockholders on or about April 10, 2024. The Notice contains instructions for accessing and reviewing our proxy materials as well as instructions for voting your proxy via the Internet. If you prefer to receive printed copies of the proxy materials, you can request printed copies of the proxy materials by Internet, telephone or e-mail. If you choose to receive the print materials by mail, you can either (i) complete, date, sign and return the proxy card, (ii) submit your proxy to vote via the Internet in accordance with the instructions on the proxy card or (iii) submit your proxy to vote by telephone (toll free) in the United States or Canada in accordance with the instructions on the proxy card. Submitting your proxy over the Internet or by telephone must be completed by 11:59 P.M. Eastern Time on May 20, 2024. If you choose not to receive printed copies of the proxy materials, you can submit your proxy to vote via the Internet in accordance with the instructions contained in the Notice.

If you received a printed copy of the proxy materials, included with such copy is a proxy card or a voting instruction form for the annual meeting.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

How will the annual meeting be held?

This year’s annual meeting will be conducted as a virtual meeting of stockholders. We will host the annual meeting live online via webcast. You will be able to attend the annual meeting online, vote your shares online during the annual meeting

and submit your questions online during the annual meeting by visiting www.virtualshareholdermeeting.com/CRIS2024. There will not be a physical meeting location and you will not be able to attend the annual meeting in person. The webcast will start at 10:00 a.m., Eastern Time, on May 21, 2024. You will need the control number included on your Notice or proxy card in order to be able to enter the annual meeting online. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CRIS2024. Information contained on this website is not incorporated by reference into this proxy statement or any other report we file with the SEC.

Online check-in will begin at 9:45 a.m., Eastern Time, on May 21, 2024, and you should allow ample time for the online check-in proceedings. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number posted at www.virtualshareholdermeeting.com/CRIS2024 on the meeting date. Our virtual meeting will be governed by our Rules of Conduct and Procedures, which will be posted at www.virtualshareholdermeeting.com/CRIS2024 in advance of the meeting. We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

What is the purpose of the annual meeting?

At the annual meeting, stockholders will consider and vote on the following matters:

1. To elect two Class I directors for a term of three years;

2. To approve an advisory vote on executive compensation;

3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

5. To approve Amendment No. 2 to the Amended and Restated 2010 Employee Stock Purchase Plan to reserve up to an additional 400,000 shares of common stock for issuance under the plan;

7. To adopt and approve an amendment to our Restated Certificate of Incorporation, as amended, to provide for officer exculpation (the “Officer Exculpation Proposal”); and

8. To transact any other business that may properly come before the meeting or any adjournment thereof.

Who can vote at the annual meeting?

To be entitled to vote on the above matters, you must have been a stockholder of record at the close of business on March 25, 2024, the record date for the annual meeting. The number of shares entitled to vote at the meeting is 5,894,085 shares of our common stock, which is the number of shares that were outstanding on the record date.

How many votes do I have?

Each share of our common stock that you own on the record date entitles you to one vote on each matter that is voted on.

Is my vote important?

Your vote is important regardless of how many shares you own. Please take the time to read the instructions below and submit your proxy to vote. Choose the method of proxy submission that is easiest and most convenient for you and please submit your proxy to vote as soon as possible.

How do I vote?

Stockholder of record: Shares registered in your name.

If you are a stockholder of record, that is, your shares are registered in your own name, not in “street name” by a bank or brokerage firm, then you have the right to grant your proxy or to vote at the annual meeting and you can submit a proxy to vote or vote (as applicable) in any one of the following ways:

1. Over the Internet. If you have Internet access, you may submit a proxy to vote your shares from any location in the world at www.proxyvote.com, by following the instructions on that site or the Notice or the “Submit Your Proxy to Vote by Internet” instructions on the enclosed proxy card.

2. By telephone. You may submit a proxy to vote your shares by calling 1-800-690-6903 and following the instructions provided, or by following the “Submit Your Proxy to Vote by Phone” instructions on the enclosed proxy card.

3. By mail. If you received a printed copy of the proxy materials by mail and would like to submit a proxy to vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it in the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return and sign the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our board of directors.

4. Online while virtually attending the annual meeting. This year’s annual meeting is a virtual annual meeting of stockholders. There will not be a physical meeting location and you will not be able to attend the annual meeting in person. You will be able to attend the annual meeting online, vote your shares online during the annual meeting and submit your questions online during the annual meeting by visiting www.virtualshareholdermeeting.com/CRIS2024. You will need your control number included on your Notice or proxy card in order to be able to vote during the annual meeting.

Submitting a proxy to vote over the Internet or by telephone must be completed by 11:59 p.m. Eastern Time on May 20, 2024.

Beneficial owner:

Shares held in “street name.” If the shares you own are held in “street name” by a bank or brokerage firm, then you may submit voting instructions or vote your shares in any one of the following ways:

1. Over the Internet or by Telephone. You will receive instructions from your bank, brokerage firm or other nominee if they permit you to submit voting instructions over the Internet or by telephone. You should follow those instructions.

2. By Mail. You will receive instructions from your bank, brokerage firm or other nominee explaining how you can submit voting instructions by mail. You should follow those instructions.

3. Online While Virtually Attending the Annual Meeting. You will receive instructions from your bank, brokerage firm or other nominee explaining how you can vote your shares online during the annual meeting. You will need your control number included on your Notice or voting instruction form in order to demonstrate proof of beneficial ownership and to be able to vote during the annual meeting. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CRIS2024.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not submit a proxy to vote over the Internet or by telephone, return your proxy by mail or vote online at the annual meeting.

If your shares are held in “street name,” your bank, brokerage firm or other nominee may under certain circumstances vote your shares if you do not return your voting instructions. Stock exchange rules permit a broker to vote shares held in a brokerage account on certain proposals if the broker does not receive voting instructions from you. Stock exchange rules, however, prohibit brokers from voting uninstructed shares in the case of election of directors, executive compensation matters and certain other matters. Of the matters to be voted on at the annual meeting, we expect the only proposals on which brokers will have discretionary voting authority are Proposal 3 - the ratification of the appointment of our independent registered public accounting firm and Proposal 6 – the Authorized Shares Proposal.

“Broker non-votes” are shares that are held in “street name” by a bank, brokerage firm or other nominee that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter. We encourage you to provide voting instructions to your bank, brokerage firm or other nominee. This ensures that your shares will be voted at the annual meeting according to your instructions. You should receive directions from your bank, brokerage firm or other nominee about how to submit your voting instructions to them.

Can I change my vote after I have mailed my proxy card?

Yes. If you are a stockholder of record, you can revoke your proxy at any time before it is exercised by doing any one of the following things:

• signing and returning another proxy card with a later date;

• giving our corporate secretary written notice before the annual meeting that you want to revoke your proxy; or

• voting online while virtually attending the annual meeting.

Your virtual attendance at the annual meeting alone will not revoke your proxy. Any mailed revocation sent to Curis must include the stockholder’s name and must be received by the day prior to the annual meeting to be effective.

If you submit a proxy to vote your shares over the Internet or by telephone prior to the annual meeting, only your latest Internet or telephonic proxy submitted prior to the annual meeting will be counted at the annual meeting.

If you own shares in “street name,” your bank or brokerage firm should provide you with appropriate instructions for changing your vote.

What constitutes a quorum?

In order for business to be conducted at the meeting, a quorum must be present. A quorum consists of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the meeting, that is, at least 2,947,043 shares.

Shares of our common stock represented in person or by proxy (including broker non-votes and shares that are represented in person or by proxy but abstain or do not vote with respect to one or more of the matters to be voted upon) will be counted for the purpose of determining whether a quorum exists. Shares present virtually during the annual meeting will be considered shares of common stock represented in person at the annual meeting.

If a quorum is not present, the annual meeting will be adjourned until a quorum is obtained.

What vote is required for each item?

Proposal 1 – Election of Directors. The affirmative vote of a plurality of the votes cast by the stockholders entitled to vote on the matter is required for the election of directors. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee and will be treated as broker non-votes. Votes that are withheld and broker non-votes will have no effect on the outcome of the election.

Proposal 2 – Approval of an Advisory Vote on Executive Compensation. The affirmative vote of a majority of the votes cast will be required for the approval of a non-binding advisory vote on executive compensation. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 2 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker-non-votes. If you ABSTAIN from voting on Proposal 2, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares voting on the proposal. “Broker non-votes” and votes to ABSTAIN will have no effect on the outcome of Proposal 2.

Proposal 3 – Ratification of Independent Auditors. The affirmative vote of a majority of the votes cast will be required for the approval of the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. If your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, we expect that your bank, brokerage firm or other nominee may vote your shares on Proposal 3. To the extent that there are any broker non-votes, a broker non-vote will have no effect on the outcome of Proposal 3. If you ABSTAIN from voting on Proposal 3, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. Votes to ABSTAIN will have no effect on the outcome of Proposal 3.

Although stockholder approval of our audit committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.

Proposal 4 – Approval of the Fifth Amended and Restated 2010 Stock Incentive Plan. The affirmative vote of a majority of the votes cast will be required for the approval of the Fifth Amended and Restated 2010 Stock Incentive Plan, or our Fifth Amended and Restated 2010 Plan, to reserve up to an additional 942,100 shares of common stock for issuance under the plan and to provide for certain other amendments. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 4 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker non-votes. If you ABSTAIN from voting on Proposal 4, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. “Broker non-votes” and votes to ABSTAIN will have no effect on the outcome of Proposal 4.

Proposal 5 – Approval of Amendment No. 2 to the Amended and Restated 2010 Employee Stock Purchase Plan. The affirmative vote of a majority of the votes cast will be required to approve Amendment No. 2 to the Amended and Restated 2010 Employee Stock Purchase Plan to reserve up to an additional 400,000 shares of common stock for issuance under the plan. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 5 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker non-votes. If you ABSTAIN from voting on Proposal 5, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. “Broker non-votes” and votes to ABSTAIN will have no effect on the outcome of Proposal 5.

Proposal 6 – Adoption and Approval of the Authorized Shares Proposal. The affirmative vote of a majority of the votes cast will be required for the adoption and approval of the Authorized Shares Proposal. If your shares are held by your

bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, we expect that your bank, brokerage firm or other nominee will have the authority to vote your shares on Proposal 6. To the extent that there are any broker non-votes, a broker non-vote will have no effect on the outcome of Proposal 6. If you ABSTAIN from voting on Proposal 6, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. As a result, votes to ABSTAIN will have no effect on the outcome of Proposal 6.

Proposal 7 – Adoption and Approval of the Officer Exculpation Proposal. The affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon will be required for the adoption and approval of the Officer Exculpation Proposal. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 5 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker non-votes. If you ABSTAIN from voting on Proposal 7, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. Because this Proposal 7 requires an affirmative vote of the outstanding shares of our common stock entitled to vote thereon, broker non-votes and votes to ABSTAIN will effectively be counted as votes AGAINST the proposal.

How will votes be counted?

Each share of common stock will be counted as one vote, whether voted by you online during the annual meeting or submitted by proxy.

Who will count the votes?

Broadridge Financial Solutions, Inc. will count, tabulate and certify the votes.

How do I submit a question at the annual meeting?

If you wish to submit a question, on the day of the annual meeting, beginning at 9:45 a.m., Eastern Time on May 21, 2024, you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/CRIS2024, click the Q&A button, type your question into the “Submit a question” field, and click “Submit.” Our virtual meeting will be governed by our Rules of Conduct and Procedures, which will be posted at www.virtualshareholdermeeting.com/CRIS2024 in advance of the annual meeting. The Rules of Conduct and Procedures will address the ability of stockholders to ask questions during the annual meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

How does the board of directors recommend that I vote on the proposals?

Our board of directors recommends that you vote:

FOR the election of two Class I directors for a term of three years (Proposal 1);

FOR the approval of an advisory vote on executive compensation (Proposal 2);

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3);

FOR the approval the Fifth Amended and Restated 2010 Stock Incentive Plan to reserve up to an additional 942,100 shares of common stock for issuance under the plan and to provide for certain other amendments (Proposal 4);

FOR the approval of Amendment No. 2 to the Amended and Restated Employee Stock Purchase Plan to reserve up to an additional 400,000 shares of common stock for issuance under the plan (Proposal 5);

FOR the approval of the Authorized Shares Proposal (Proposal 6); and

FOR the approval of the Officer Exculpation Proposal (Proposal 7).

Will any other business be conducted at the annual meeting or will other matters be voted on?

We are not aware of any other business to be conducted or matters to be voted upon at the annual meeting. If any other matter properly comes before the annual meeting, the persons named in the proxy card that accompanies this proxy statement

will exercise their judgment in deciding how to vote, or otherwise act, at the annual meeting with respect to that matter or proposal. Our bylaws establish the process for a stockholder to bring a matter before a meeting. See “Stockholder Proposals for 2025 Annual Meeting” on page 68 of this proxy statement.

Where can I find the voting results?

We are required to report the voting results from the annual meeting in a Current Report on Form 8-K filed with the SEC within four business days following the date of the annual meeting.

Who bears the costs of soliciting proxies?

We will bear the cost of soliciting proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person without additional compensation. We may reimburse banks, brokerage firms or other nominees holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.

How can I obtain a copy of Curis’s Annual Report on Form 10-K?

Our Annual Report on Form 10-K is available in the “Investors” section of our website at www.curis.com. Alternatively, if you would like us to send you a copy, without charge, please contact:

Curis, Inc.

128 Spring Street, Building C – Suite 500

Lexington, MA 02421

Attention: Secretary

(617) 503-6500

If you would like us to send you a copy of the exhibits listed on the exhibit index of the Annual Report on Form 10-K, we will do so upon your payment of our reasonable expenses in furnishing the requested exhibits.

Whom should I contact if I have any questions?

If you have any questions about the annual meeting or your ownership of our common stock, please contact our secretary at the address or telephone number listed above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 25, 2024, with respect to the beneficial ownership of shares of our common stock by:

• each person known to us to beneficially own more than 5% of the outstanding shares of our common stock,

• each director and director nominee named in this proxy statement,

• each of our named executive officers for the fiscal year ended December 31, 2023 identified in the “Summary Compensation Table;” and

• all directors and executive officers as a group.

As of March 25, 2024, we had 5,894,085 shares of common stock outstanding. The number of shares of common stock beneficially owned by each person is determined under rules promulgated by the SEC and includes shares over which the indicated beneficial owner exercises voting and/or investment power. For each person named in the table below, the number in the “Shares Acquirable Within 60 Days” column consists of shares underlying options to purchase common stock that may be exercised within 60 days after March 25, 2024. Such options are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, we believe that each stockholder in the table has sole voting and investment power over the shares listed. The inclusion in the table of any shares does not constitute an admission of beneficial ownership of those shares by the named stockholder. For each person, the “Number of Shares Beneficially Owned” column may include shares of common stock attributable to the person due to that person’s voting or investment power over such shares or other relationship.

Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Curis, Inc., 128 Spring Street, Building C – Suite 500, Lexington, Massachusetts 02421.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	+	Shares Acquirable Within 60 Days	=	Total Number of Shares Beneficially Owned	Percent of Shares Beneficially Owned (2)
5% Stockholders:
Entities affiliated with Maverick Capital, Ltd. (3)	582,273		—		582,273	9.9%
Entities affiliated with M28 Capital Master Fund LP (4)	421,951		—		421,951	7.2%

Directors and Named Executive Officers:
Anne E. Borgman, M.D.	—		4,720		4,720	*
Martyn D. Greenacre	1,305		30,100		31,405	*
John A. Hohneker, M.D.	—		9,203		9,203	*
Kenneth I. Kaitin, Ph.D.	1,407		30,100		31,507	*
Marc Rubin, M.D.	1,441		30,100		31,541	*
James E. Dentzer	6,084		214,779		220,863	3.6%
Diantha Duvall	644		19,625		20,269	*

Jonathan B. Zung, Ph.D. (5)	—		6,251		6,251	*

All current directors and executive officers as a group (8 persons)	10,881		344,878		355,759	5.7%

* Less than 1% of the outstanding common stock.

(1) None of our directors or named executive officers has pledged any of their shares as security.

(2) The percent of ownership for each stockholder on March 25, 2024 is calculated by dividing (1) the stockholder’s total beneficial ownership (i.e., the total number of shares beneficially owned plus the shares acquirable within 60 days) by (2) the sum of (i) 5,894,085 shares of our common stock that were outstanding on March 25, 2024 and (ii) shares of common stock subject to options held by such person that will be exercisable within 60 days of March 25, 2024.

(3) This information is based on a Schedule 13G/A filed with the SEC on February 14, 2024 by entities affiliated with Maverick Capital, Ltd. Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of our common stock through the investment discretion it exercises over its clients’ accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Lee S. Ainslie III is the manager of Maverick Capital Management, LLC. Each of Maverick Capital, Ltd., Maverick Capital Management, LLC, and Mr. Ainslie may be deemed to have shared voting power and shared dispositive power with respect to 582,273 shares of our common stock held directly by Maverick Capital, Ltd. The principal business address of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie is 360 South Rosemary Ave., Suite 1440, West Palm Beach, Florida 33401.

(4) This information is based on a Schedule 13G filed with the SEC on February 12, 2024 by entities affiliated with M28 Capital Master Fund LP. M28 Capital Management LP is the investment manager of M28 Capital Master Fund LP. Marc Elia is the Chief Investment Officer of M28 Capital Management LP, and the Managing Member of M28 Capital Management GP LLC, which is the general partner of M28 Capital Management LP. Each of M28 Capital Master Fund LP, M28 Capital Management GP LLC, M28 Capital Management LP and Mr. Elia may be deemed to have shared voting power and shared dispositive power with respect to 421,951 shares of our common stock held directly by M28 Capital Master Fund LP. The principal business address of (i) M28 Capital Master Fund LP, (ii) M28 Capital Management GP LLC, (iii) M28 Capital Management LP, and (iv) Mr. Elia is 700 Canal St, 2nd Floor, Stamford, CT 06902.

(5) Dr. Zung began serving as our chief development officer in May 2023.

PROPOSAL 1 — ELECTION OF DIRECTORS

Directors and Nominees for Director

Our board of directors is divided into three classes, with one class being elected each year and members of each class holding office for a three-year term. Our board of directors currently consists of two Class I directors, James E. Dentzer and Anne E. Borgman, M.D., two Class II directors, John A. Hohneker, M.D. and Marc Rubin, M.D., and two Class III directors, Martyn D. Greenacre and Kenneth I. Kaitin, Ph.D. In accordance with our bylaws, our directors may fill existing vacancies on the board of directors. The Class I, Class II and Class III directors will serve until the annual meetings of stockholders to be held in 2024, 2025 and 2026 respectively, and until their respective successors are duly elected and qualified. At the 2024 annual meeting, Class I directors stand for reelection.

Our board of directors has nominated James E. Dentzer and Anne E. Borgman, M.D. as nominees for reelection as Class I directors, each to serve for a three-year term, until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees is currently a director. Dr. Borgman was appointed to the board of directors in October 2022 based upon the recommendation of Mr. Dentzer, our president and chief executive officer. Each of the nominees has indicated his or her willingness to serve, if elected; however, if any of the nominees should be unable to serve, the shares of common stock represented by proxies will be voted for a substitute nominee designated by the board of directors.

Below are the names, ages and certain other information for each member of the board, including the nominees for election as Class I directors. There are no familial relationships among any of our directors, nominees for director and executive officers. In addition to the detailed information presented below for each of our directors, we also believe that each of our directors is qualified to serve on our board and has the integrity, business acumen, knowledge and industry experience, diligence, freedom from conflicts of interest and the ability to act in the interests of our stockholders.

The following table sets forth our directors and their respective ages and positions:


Name	Age	Position
Anne E. Borgman, M.D. (1)	56	Director
James E. Dentzer	57	President and Chief Executive Officer, Director
Martyn D. Greenacre (1)(2)	82	Chairman of the Board
John A. Hohneker, M.D. (3)	64	Director
Kenneth I. Kaitin, Ph.D. (1)(2)(3)	71	Director
Marc Rubin, M.D. (2)(3)	69	Director

(1) Member of the nominating and corporate governance committee.

(2) Member of the audit committee.

(3) Member of the compensation committee.


Board Diversity Matrix (As of April 10, 2024)
Total Number of Directors	6
	Female	Male
Part I: Gender Identity
Directors	1	5
Part II: Demographic Background
White	1	5
LGBTQ+	1

Our Board Diversity Matrix as of March 31, 2023 can be found in the proxy statement for our 2023 Annual Meeting of Stockholders, filed with the SEC on April 11, 2023.

Anne E. Borgman, M.D. has served on our board since October 2022. Since February 2023, Dr. Borgman has served as Chief Medical Officer of Sutro Biopharma, Inc., a clinical stage oncology company, and is the sole proprietor of AEB Hematology Oncology Development Consulting, a clinical consulting company, which she established in November 2021. She served as the Vice President and Therapeutic Area Head of the Hematology/Oncology Global Clinical Research and Development at Jazz Pharmaceuticals plc, a pharmaceutical company, from July 2019 to November 2021. Dr. Borgman served as Vice President, Global Clinical Research and Development at Exelixis, Inc., a biotechnology company, from December 2012 to July 2019. She served as Associate Chief Medical Officer at KaloBios Pharmaceuticals, Inc., a biotechnology company, from April 2011 to October 2012 and as Vice President and Chief Medical Officer at Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a biopharmaceutical company, from April 2008 to April 2011. Dr. Borgman also serves as a director of NextCure, Inc., a clinical stage biopharmaceutical company, and NiKang Therapeutics Inc., a privately held biotechnology company. Dr. Borgman received her B.S. in biochemistry from the University of Illinois, Urbana-Champaign and an M.D. from Loyola University Chicago Stritch School of Medicine. She completed her residency in pediatrics at the Baylor College of Medicine in Houston, Texas, and her fellowship in pediatric hematology-oncology and bone marrow transplantation at the David Geffen School of Medicine at UCLA. Dr. Borgman is a graduate of the Stanford Executive Program and an alumni of Stanford University’s Graduate School of Business. We believe that Dr. Borgman’s qualifications to serve on our board include her expertise in hematology and oncology, and her extensive experience in all phases of oncology drug development at large and small companies across the biotech and pharmaceutical industries.

James E. Dentzer has served on our board and as our President and Chief Executive Officer since September 2018. From March 2018 to September 2018, Mr. Dentzer served as our Chief Operating Officer and Chief Financial Officer. From March 2016 to March 2018, Mr. Dentzer served as our Chief Administrative Officer and Chief Financial Officer. Mr. Dentzer has also held the positions of secretary and treasurer from March 2016 to March 2019. Previously, Mr. Dentzer served as Chief Financial Officer of Dicerna Pharmaceuticals, Inc., a biotechnology company, from December 2013 to December 2015. Prior to that, he was the Chief Financial Officer of Valeritas, Inc., a 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 Inc., a biotechnology company, and six years in various senior financial roles at E.I. du Pont de Nemours and Company, a chemical, petroleum and biotechnology company, in the U.S. and Asia. Mr. Dentzer also serves as a director of Imunon, Inc., a clinical stage drug development company. Mr. Dentzer holds a B.A. in philosophy from Boston College and an M.B.A. from the University of Chicago. We believe that Mr. Dentzer’s qualifications to serve on our board include his extensive experience in executive leadership roles of more than 25 years, including his roles at Dicerna Pharmaceuticals, Inc., Amicus Therapeutics, Inc., Valeritas, Inc., and Biogen Inc.

Martyn D. Greenacre has served on our board since February 2000 and has served as Chairman of our board since May 2017. From June 1993 to July 2000, Mr. Greenacre was a director of Creative BioMolecules, Inc., a predecessor life science company of Curis. Mr. Greenacre served as Chairman of Life Mist L.L.C., a privately held company in the field of fire suppression, from September 2001 to December 2016. From June 1997 to June 2001, Mr. Greenacre was Chief Executive Officer of Delsys Pharmaceutical Corporation, a drug formulation company. From 1993 to 1997, Mr. Greenacre was President and Chief Executive Officer of Zynaxis, Inc., a biopharmaceutical company. Prior to Zynaxis, Inc., Mr. Greenacre served in various senior management positions at SmithKline Beecham Limited, a pharmaceuticals company, from 1973 through 1992, including as Chairman of European Operations, and was appointed to its board of directors. Previously, Mr. Greenacre served as a director of Acusphere, Inc., Cephalon, Inc., Formula Pharmaceuticals, Inc., Neostem, Inc. (known as Caladrius Biosciences and merged to become Lisata Therapeutics) and Orchestra Therapeutics, Inc., and as a director and Chairman of BMP Sunstone Corporation. Mr. Greenacre received an M.B.A. from Harvard Business School and a B.A. from Harvard College. We believe that Mr. Greenacre’s qualifications to serve on our board include his years of experience as President and Chief Executive Officer of various biotech and pharmaceutical companies as well as his experience as a director of other public companies.

John A. Hohneker, M.D. has served on our board since December 2021. From January 2018 to February 2021, Dr. Hohneker was President and Chief Executive Officer of Anokion SA., a biotechnology company. From August 2015 to

January 2018, Dr. Hohneker served as Head, Research and Development at Forma Therapeutics, Inc., a clinical stage biopharmaceutical company. From January 2001 to April 2015, Dr. Hohneker held various leadership positions at Novartis Pharmaceuticals Corporation, including Senior Vice President, Global Head of Development of Global Immunology/Dermatology Franchise from 2011 to 2015, Senior Vice President, US Clinical Development and Medical Affairs-Oncology from 2007 to 2011, and Vice President, US Clinical Development and Medical Affairs-Oncology from 2001 to 2007. From July 1990 to January 2001, he held various positions of increasing responsibility at Glaxo Wellcome and its legacy company, Burroughs Wellcome, a pharmaceutical company. He also serves as a director of Carisma Therapeutics, Inc., a publicly held clinical stage biopharmaceutical company, Sonata Therapeutics (formerly Inzen Therapeutics), a privately held research stage biotechnology company, and Trishula Therapeutics, Inc., a privately held clinical stage biotechnology company. Dr. Hohneker previously served on the board of directors of Aravive, Inc., BioTheryX, Inc., Cygnal Therapeutics, Inc., Dimension Therapeutics, Inc., Evelo Biosciences, Inc., Humanigen, Inc., and Torque Therapeutics, Inc. Dr. Hohneker received a B.A. in chemistry from Gettysburg College and an M.D. from Rutgers School of Biomedical and Health Sciences. He completed his internship and residency in internal medicine and his fellowship in medical oncology at the University of North Carolina at Chapel Hill. We believe that Dr. Hohneker’s qualifications to serve on our board include his expertise in oncology as well as his extensive experience in drug development and that his insights and leadership experience in the biotechnology and pharmaceutical industries are valuable to a biotechnology company such as Curis.

Kenneth I. Kaitin, Ph.D. has served on our board since November 2003 and as a Senior Fellow at the Tufts Center for the Study of Drug Development, or CSDD, an academic drug policy research group providing strategic information to help drug developers, regulators, and policy makers improve the quality and efficiency of the drug development process, since January 2021. From July 1998 to December 2020, Dr. Kaitin served as the Director of Tufts CSDD. Since 2014, he has held appointments as Professor of Medicine and Professor of Immunology at Tufts University School of Medicine. Between August 2014 and June 2021, Dr. Kaitin held a primary appointment as Professor of Public Health and Community Medicine at the Tufts University School of Medicine. In December 2014, Dr. Kaitin received the appointment of Advisory Professor at Shanghai Medical College of Fudan University. Dr. Kaitin has served on the faculty of the European Center for Pharmaceutical Medicine at the University of Basel since September 1999. At the Tufts University School of Medicine, Dr. Kaitin was a Research Associate Professor of Medicine from October 2003 to May 2008 and a Research Professor from May 2008 to August 2014. Dr. Kaitin has written extensively on a broad range of drug development issues and has provided public testimony before the U.S. Congress in hearings on pharmaceutical innovation and U.S. Food and Drug Administration, or FDA, reform. An internationally recognized expert on the science of drug development, Dr. Kaitin is regularly quoted in the business and trade press on research and development trends in the research-based drug industry and new models of innovation. In 2011, Dr. Kaitin received the Dr. Louis M. Sherwood Award granted by the Academy of Pharmaceutical Physicians and Investigators, in 2020, he was named a Global Fellow in Medicines Development by the International Federation of Pharmaceutical Physicians, and in 2021, he received the Distinguished Achievement Award from the Sino-American Pharmaceutical Professionals Association. Dr. Kaitin is a former Editor-in-Chief of the Drug Information Journal, and from 1997 to 1998 he was President of the Drug Information Association. Until March 2021, he served as Editor-in-Chief of Expert Review of Clinical Pharmacology, and he currently serves on the editorial boards of a number of peer-review journals. Dr. Kaitin serves as an expert consultant to the U.S. Department of Defense on Bioterror Countermeasure issues. Dr. Kaitin received an M.S. and Ph.D. in pharmacology from the University of Rochester and a B.S. from Cornell University. We believe that Dr. Kaitin’s qualifications to serve on our board include his expertise in the economics of drug development and biopharmaceutical innovation and his extensive knowledge on a broad range of drug development and life-sciences industry issues.

Marc Rubin, M.D. has served on our board since June 2010. From May 2009 to August 2022, Dr. Rubin served as Executive Chairman of Titan Pharmaceuticals, Inc., a biopharmaceutical company, and he previously served as its President and Chief Executive Officer from October 2007 to December 2008. From June 2006 to February 2007, Dr. Rubin served as Head of Global Research and Development for Bayer Schering Pharma AG, a pharmaceutical company, as well as a member of the Executive Committee of Bayer HealthCare LLC, a pharmaceutical and medical products company and subsidiary of Bayer AG, and the Board of Management of Bayer Schering Pharma AG. From October 2003 until the merger of Bayer AG and Schering AG in June 2006, Dr. Rubin was a member of the Executive Board of Schering AG, as well as Chairman of

Schering Berlin Inc. and President of Berlex Pharmaceuticals, Inc., a division of Schering AG. From January 1990 to August 2003, Dr. Rubin held various positions in global clinical and commercial development at GlaxoSmithKline plc, a healthcare company, as well as the position of Senior Vice President of Global Clinical Pharmacology & Discovery Medicine from 2001 to 2003. Prior to his pharmaceutical industry career, Dr. Rubin completed subspecialty training and board certification in both medical oncology and infectious diseases at the National Cancer Institute within the National Institutes of Health from 1983 to 1986. From September 1986 to December 1989, Dr. Rubin also served as an Investigator and on the Senior Staff of the infectious diseases section at the National Cancer Institute. Dr. Rubin also serves as a director of Galectin Therapeutics Inc., a publicly held biotechnology company, and Soricimed Biopharma, Inc., a privately held drug development company. Previously, Dr. Rubin served as a director of FirstString Research, Inc., Gemmus Pharma, Inc., Medarex, Inc., the Rogosin Institute, Surface Logix, Inc. and Titan Pharmaceuticals, Inc. Dr. Rubin holds an M.D. from Cornell University Medical College. We believe that Dr. Rubin’s qualifications to serve on our board include his extensive experience in clinical development as well as his medical, commercial and scientific expertise having held executive-level clinical development positions with Bayer Schering Pharma AG, Schering AG and GlaxoSmithKline plc.

Board Recommendation

OUR BOARD OF DIRECTORS BELIEVES THAT THE ELECTION OF JAMES E. DENTZER AND ANNE E. BORGMAN, M.D. TO SERVE AS CLASS I DIRECTORS IS IN THE BEST INTERESTS OF CURIS AND OUR STOCKHOLDERS AND, THEREFORE, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE NOMINEES.

CORPORATE GOVERNANCE

Our board of directors believes that good corporate governance is important to ensure that Curis is managed for the long-term benefit of stockholders. This section describes key corporate governance guidelines and practices that our board of directors has adopted. Complete copies of our corporate governance guidelines, committee charters, and code of business conduct and ethics are available on the Investors – Corporate Governance section of our website at www.curis.com. Alternatively, you can request a copy of any of these documents by writing to our secretary at the following address: Curis, Inc., 128 Spring Street, Building C – Suite 500, Lexington, MA 02421.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of Curis and our stockholders. These guidelines, which provide a framework for the conduct of the board of directors’ business, provide that:

• the board of directors’ principal responsibility is to oversee the management of Curis;

• a majority of the members of the board of directors shall be independent directors;

• the independent directors shall meet regularly in executive session;

• directors have full and free access to management and, as necessary and appropriate, independent advisors;

• all directors are encouraged to participate in continuing director education on an ongoing basis; and

• periodically, the board of directors and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

Our Environmental, Social, and Governance Commitment

Curis’s core values are based upon four pillars. We respect each other, and lead with commitment and innovation. In addition, we believe in succeeding together and sustaining positivity as we work to develop innovative and differentiated therapeutics that improve the lives of cancer patients.

Sustainability

We continue to reduce our environmental waste and increase environmental sustainability by limiting our use of paper and plastic. We have implemented certain processes to allow our employees to virtually collaborate on documents. In addition, new employees are provided with reusable water bottles and cups in the onboarding process. Onsite water and seltzer stations are provided to encourage our employees to refill their water bottles and travel cups. By continuing with our sustainability practices, we hope to continue to reduce the carbon footprint that is generated in paper and bottled water production, including in the packaging, transportation, and refrigeration of such products. We continued to offer a hybrid work environment during 2023 to further reduce the carbon footprint generated in commuting to and from the office.

Social Responsibility

We strive to be socially responsible and support our employees. We practice our core values of respect, commitment and innovation, succeeding together, and sustaining our positivity through regular company meetings and events for employee engagement. We offer our employees flexibility to work remotely for a portion of the work week. By offering our employees this flexibility, we hope to continue to maintain our core values, support our employees, families and community, and further reduce the carbon footprint that is generated in consuming fossil fuels in commuting to and from the office. In the past, our employees have volunteered at certain organizations, and we hope we are able to continue to provide opportunities for our employees to volunteer. As our company grows and new employees join, we hope to increase the diversity of our workforce. One of the four pillars of our core values – Succeed Together – represents our commitment to diversity and inclusion; we celebrate inclusivity and embrace diversity.

Corporate Governance

For a discussion regarding our governance commitment, see “Corporate Governance Guidelines” above as well as the “Board’s Role in Risk Oversight” and our “Code of Business Conduct and Ethics” below.

Human Capital

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We offer our employees a comprehensive compensation package. Our well-designed compensation and benefits package includes salaries, annual bonuses, equity compensation, 401(k) match, life insurance, premium health and workers’ compensation insurance, paid vacation, holidays and year-end shutdown. Our equity compensation plans, pursuant to which we may grant stock options, restricted stock and other equity-based awards, are designed to align our employees’ interests with our stockholders’ interests and motivate effective performance, which drives company success. In addition, we provide certain wellness resources for our employees, such as work-life counseling and support through an employee assistance program. We conduct periodic employee surveys to give our employees an opportunity to provide feedback, and to assess employee engagement and sustain positivity.

Determination of Independence

Nasdaq listing standards requires a majority of a listed company’s board of directors to be comprising independent directors within one year of listing. In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under Nasdaq listing standards, a director will only qualify as an “independent director” if in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule l0A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the

listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a listed company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In March 2024, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors determined that none of Dr. Borgman, Mr. Greenacre, Dr. Hohneker, Dr. Kaitin or Dr. Rubin has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Nasdaq listing standards. In addition, our board has determined that all of the members of the audit committee, the compensation committee, and the nominating and governance committee are independent as defined under Nasdaq listing standards, including, (i) in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act and (ii) in the case of all members of the compensation committee, the enhanced independence requirements contemplated by Rule 10C-1 under the Exchange Act.

Board Meetings and Attendance

Our corporate governance guidelines provide that directors are expected to attend the annual meeting of stockholders. Five of our current directors then serving attended the 2023 virtual annual meeting of stockholders. The board met eight times during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, each of our directors attended at least 75% of the aggregate of the total number of board meetings and meetings of all committees of the board on which they then served.

Board Leadership Structure

Our board has chosen to separate the role of our chief executive officer and the role of chairman of our board. Accordingly, our Board has appointed Mr. Greenacre, an independent director within the meaning of Nasdaq listing standards (see “Determination of Independence” above), as the Chairman of the Board of Directors. Mr. Greenacre’s duties as Chairman of the Board include the following:

• chairing meetings of the independent directors in executive session;

• meeting with any director who is not adequately performing his or her duties as a member of our board or any committee;

• facilitating communications between other members of our board and our chief executive officer;

• preparing or approving the agenda for each board meeting;

• determining the frequency and length of board meetings and recommending when special meetings of our board should be held; and

• reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board.

Our board decided to separate the roles of Chairman and Chief Executive Officer because it believes that this leadership structure offers the following benefits:

• increasing the independent oversight of Curis and enhancing our board’s objective evaluation of our chief executive officer;

• freeing our chief executive officer to focus on company operations instead of board administration;

• providing our chief executive officer with an experienced sounding board;

• providing greater opportunities for communication between stockholders and our board;

• enhancing the independent and objective assessment of risk by our board; and

• providing an independent spokesman for our company.

Board’s Role in Risk Oversight

Our board of directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. Our board of directors and its committees oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks, providing input on those policies and practices, and periodically discussing with management its evaluation of the effectiveness of such policies and procedures. In general, our (i) board of directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks, (ii) audit committee oversees risk management activities related to financial controls, data privacy and cybersecurity, (iii) compensation committee oversees risk management activities relating to our compensation policies, programs and practices and management succession planning, and (iv) nominating and corporate governance committee oversees risk management activities relating to the composition of our board of directors and corporate governance policies and procedures. Each committee reports to our full board of directors on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate.

With regards to cybersecurity, management periodically reports such risks to our audit committee or as needed to the chair of the audit committee. Based on the size and stage of development of our company, we have implemented certain processes and technology, and work with third-party vendors, to minimize the occurrences and impact of unauthorized access to our network, computers, programs and data. Our mitigation processes include management and monitoring of physical security, wireless access points, data backup and recovery, user security, antivirus protection, firewall and various levels of access authorizations on computer equipment, email and network access. Our data may also be managed and stored by our vendors on their systems with appropriate processes to protect such data.

Board Committees

Our board has established three standing committees – audit, compensation and nominating and corporate governance – each of which operates under a charter that has been approved by our board. Current copies of the charters of the audit committee, compensation committee, and nominating and corporate governance committee are posted on the Investors – Corporate Governance section of our website at www.curis.com.

Audit Committee

The audit committee’s responsibilities include:

• appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

• pre-approving all audit and non-audit services of our independent registered public accounting firm, except for de minimis non-audit services which are approved in accordance with applicable SEC rules, including meeting with our independent registered public accounting firm prior to the annual audit to discuss the planning and staffing of the audit;

• overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from such firm;

• reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures, earnings releases and other publicly disseminated financial information;

• reviewing and discussing with our independent registered public accounting firm matters concerning the quality, not just the acceptability, of our accounting determinations, particularly with respect to judgmental areas;

• monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

• discussing our risk management policies, including risks relating to data privacy and cybersecurity;

• establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;

• meeting independently with our independent registered public accounting firm and management on a quarterly basis;

• reviewing and approving or ratifying any related person transactions;

• establishing, and periodically reviewing, complaint procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

• preparing the audit committee report required by SEC rules, which is included on page 21 of this proxy statement.

The members of the audit committee are Mr. Greenacre (Chair), Dr. Kaitin and Dr. Rubin. The audit committee met five times during the fiscal year ended December 31, 2023. The board of directors has determined that Mr. Greenacre is an “audit committee financial expert” as defined by applicable SEC rules.

Compensation Committee

The compensation committee’s responsibilities include:

• determining the chief executive officer’s compensation;

• reviewing and approving the compensation of our other executive officers;

• overseeing an evaluation of our executive officers;

• overseeing and administering our cash and equity incentive plans;

• reviewing and making recommendations to the board with respect to director compensation;

• reviewing and discussing annually with management our “Compensation Discussion” which is included beginning on page 23 of this proxy statement;

• preparing the compensation committee report required by SEC rules, as applicable;

• reviewing and making recommendations to the board with respect to management succession planning; and

• overseeing the implementation and administration of our compensation recovery policy.

The processes and procedures followed by our compensation committee in considering and determining executive and director compensation are described below under the heading “Executive Officer and Director Compensation Processes.”

The members of the compensation committee are Dr. Rubin (Chair), Dr. Hohneker and Dr. Kaitin. The compensation committee met six times during the fiscal year ended December 31,2023.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:

• identifying individuals qualified to become board members;

• recommending to the board the persons to be nominated for election as directors and to each of the board’s committees;

• overseeing an annual evaluation of the board;

• overseeing the evaluation of the effectiveness of the audit function;

• periodically reviewing the composition of each board committee and the establishment or dissolution of additional board committees;

• periodically reviewing and reassessing the adequacy of the corporate governance guidelines; and

• periodically reviewing and making recommendations to the board regarding the company’s environmental, social and governance policies and practices.

The processes and procedures followed by the nominating and corporate governance committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process.”

The members of the nominating and corporate governance committee are Dr. Kaitin (Chair), Dr. Borgman, and Mr. Greenacre. The nominating and corporate governance committee met twice during the fiscal year ended December 31, 2023.

Executive Officer and Director Compensation Processes

The compensation committee oversees our compensation programs. In this capacity, the compensation committee determines and approves all compensation related to our executive officers. In addition, the compensation committee periodically reviews and makes recommendations to the board with respect to director compensation.

The compensation committee has the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation and has the sole authority to approve the consultant’s fees and other retention terms. The compensation committee also has authority to commission compensation surveys or studies as the need arises. Periodically, the compensation committee retains an independent third party compensation consultant to review director and officer compensation. The compensation committee has periodically retained Willis Towers Watson as an independent third party compensation consultant. In November 2022 and 2023, respectively, the compensation committee retained Willis Towers Watson to review and update the company’s peer group for 2023 and 2024 executive officer compensation, respectively. The compensation committee has determined that there are no conflicts of interest or other applicable factors affecting independence with its retention of Willis Towers Watson, as required by Nasdaq listing standards.

The compensation committee typically seeks the chairman of the board’s input in compensation matters involving our president and chief executive officer (to the extent the chairman of the board is not then also a member of the compensation committee). Our president and chief executive officer provides input on all other executive officer compensation matters including the appropriate mix of compensation, which the compensation committee considers when determining compensation for such other officers. Our president and chief executive officer is not present during the compensation committee’s voting or deliberations regarding his compensation.

Risks Arising from Compensation Policies and Practices

Employee compensation generally consists of salary, stock option awards and, depending on overall company performance and the successful achievement of objectives set forth in an annual short-term incentive program, cash bonus payments. We have reviewed our compensation policies and practices for all employees and have concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on our company.

Director Nomination Process

The process followed by the nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, retaining a search firm, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the nominating and corporate governance committee and the board.

In considering whether to recommend any particular candidate for inclusion in the board’s slate of recommended director nominees, the nominating and corporate governance committee will apply the criteria set forth in our corporate governance guidelines and its charter. These criteria include assessments of the candidate’s integrity, business acumen, knowledge of our business and industry, experience, ability to exercise sound judgment, freedom from conflicts of interest, ability to act in the interests of all stockholders and ability to serve for at least five years. Our nominating and corporate governance charter provides that diversity on our board is highly valued and should be considered by the nominating and corporate governance committee. The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant breadth of experience, diversity, knowledge, and abilities that will assist the board in fulfilling its responsibilities. We do not discriminate against candidates based on their race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates by submitting candidate names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least one year as of the date such recommendation is made, to: Nominating and Corporate Governance Committee, c/o Secretary, Curis, Inc., 128 Spring Street, Building C – Suite 500, Lexington, MA 02421. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for all candidates.

Stockholders also have the right under our bylaws to nominate director candidates by following the procedures set forth under “Stockholder Proposals for 2025 Annual Meeting.”

Communicating with the Board of Directors

The board of directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The chairman of the board of directors is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the board considers to be important for all directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to the board of directors should address such communications to: Chairman of the Board of Directors, c/o Secretary, Curis, Inc., 128 Spring Street, Building C – Suite 500, Lexington, MA 02421, or via email at info@curis.com.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. We have posted a current copy of this code on the Investors – Corporate Governance section of our website at www.curis.com. In addition, we

intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers of, any provision of the code.

Policies and Procedures for Related Person Transactions

Our board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Curis is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a material interest, directly or indirectly.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report such proposed transaction to our chief financial officer and/or general counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the board’s audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review, and, in its discretion, may ratify the related person transaction at the next meeting of the committee. The policy also permits the chairman of the audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed periodically. The audit committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances.

The audit committee may approve or ratify the transaction only if the committee determines that, taking into account all of the circumstances, the transaction is not inconsistent with Curis’s best interests. The audit committee may impose any conditions on the related person transaction that it deems appropriate, which shall be deemed conditions precedent to approval and/or consummation of such transaction.

In addition to transactions excluded by the instructions to the SEC’s related person transaction disclosure rule, the board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are excluded from classification as related person transactions for purposes of this policy:

• interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity) who is a participant in the transaction, where (a) the related person and all other related persons own, in the aggregate, less than 10% of the equity interests in such entity, and (b) the related person and his or her immediate family members are neither involved in the negotiation of the terms of the transaction, nor receive any special benefits as a result of the transaction; and

• a transaction that is specifically contemplated by the provisions of our charter or bylaws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.

Audit Committee Report

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act.

The responsibilities of the audit committee are set forth in the charter of the audit committee. The audit committee has reviewed our audited financial statements for the fiscal year ended December 31, 2023, and has discussed these financial statements with our management and our independent registered public accounting firm.

Our management is responsible for the preparation of our financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. Our independent

registered public accounting firm is responsible for conducting an independent integrated audit of our annual financial statements and, as required, our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board, or PCAOB, and issuing a report on the results of their integrated audit. The audit committee is responsible for providing independent, objective oversight of these processes.

The audit committee has reviewed and discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including, among other things, the following:

• methods to account for significant unusual transactions;

• the effect of significant accounting policies, including policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

• the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates;

• disagreements with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements; and

• written disclosures required by PCAOB Rule 3526— “Communication with Audit Committees Concerning Independence.”

The audit committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding our independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm their independence from Curis. The audit committee has also received written disclosures required by PCAOB Rule 3526 —“Communication with Audit Committees Concerning Independence.”

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Submitted by the audit committee of our board of directors.

Martyn D. Greenacre (Chair)

Kenneth I. Kaitin, Ph.D.

Marc Rubin, M.D.

Independent Registered Public Accounting Firm’s Fees and Other Matters

Independent Registered Public Accounting Firm’s Fees

The following table summarizes the fees of PricewaterhouseCoopers LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years:


Fee Category	2023		2022
Audit Fees (1)	$	1,014,000	$	849,500
All Other Fees (2)	956		3,081
Total Fees	$	1,014,956	$	852,581

(1) Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q. Audit fees also include fees of $252,500 and $191,500 for 2023 and 2022, respectively, associated with comfort letters and consent letters for our 2023 and 2022 registration statements. 100% of audit fees for 2023 and 2022 were pre-approved by the audit committee. The 2023 and 2022 amounts exclude reimbursement of out-of-pocket expenses. No out-of-pocket expenses were incurred for 2023 and 2022.

(2) All other fees consist of an annual license fee for use of accounting research software. None of these fees incurred during 2023 and 2022 were for services provided under the de minimis exception to the audit committee pre-approval requirements. 100% of these fees for 2023 and 2022 were pre-approved.

Pre-Approval Policy and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the audit committee specifically approves the service in advance or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

The audit committee has also delegated to the chairman of the audit committee the authority to approve any audit or non-audit services to be provided to us by our independent registered public accounting firm. Any approval of services by the chairman of the audit committee pursuant to this delegated authority is reported on at the next meeting of the audit committee.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion

The following describes our compensation strategy, policies, programs and practices for our named executive officers identified in the “Summary Compensation Table” or our “named executive officers.”

For the fiscal year ending December 31, 2023, our named executive officers were:

• James E. Dentzer, our president and chief executive officer;

• Diantha Duvall, our chief financial officer; and

• Jonathan B. Zung, Ph.D., who began serving as our chief development officer in May 2023.

The compensation paid to our named executive officers in 2023 reflected our primary compensation objectives of attracting and retaining key executive officers critical to our long-term success, recognizing and rewarding overall company performance and each executive officer’s individual performance and level of responsibility and continuing to align our executive officers’ incentives with stockholders’ interests. Cash compensation, including annual cash short-term incentives, is a basic element of our executive officers’ total compensation. In addition, a significant portion of our executive officers’ realizable compensation is tied to the performance of our company and our stock price. We believe stock-based compensation creates a long-term incentive that aligns our executive officers’ and our stockholders’ interests to create stockholder value. If our executive officers are unable to create long-term stockholder value and the price of our stock declines, then the realizable value of such executive officer’s stock-based compensation also declines. Consistent with its pay-for-performance philosophy, our compensation committee may elect to decrease any executive officer’s compensation, or take other corrective or remedial steps, for non-performance.

Pay-for-Performance

Our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders. Our board of directors believes this link between compensation and the achievement of our near- and long-term business goals has helped drive our performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management.

Benchmarking Assessments and Evaluations

In November 2022, the compensation committee retained Willis Towers Watson to review the company’s existing 2022 peer group and to develop the criteria for the 2023 peer group in setting 2023 executive compensation. The company’s 2022 peer group consisted of 17 companies, and the compensation committee established the 2023 peer group taking the following factors into consideration:

• biotechnology or biopharma companies in critical stage or early stage focused on development and commercialization of therapeutics for the treatment of cancer, and other significant diseases;

• national headquarters considered with strong focus on California and Massachusetts organizations;

• headcount ranging mainly between 50 to 200 employees; and

• the current and 12-month trailing average market capitalization of our company.

Based on this assessment, the 2023 peer group consists of the 2022 peer group with the removal of Pliant Therapeutics, Inc., Seres Therapeutics, Inc., and Kezar Life Sciences, Inc., and the addition of Akebia Therapeutics, Inc., Omeros Corporation, and Rigel Pharmaceuticals, Inc.

In December 2022, the compensation committee adopted the following 2023 peer group for 2023 executive compensation benchmarking for our executive officers.


Akebia Therapeutics, Inc.			MEI Pharma, Inc.
Alpine Immune Sciences, Inc.			Omeros Corporation
Atara Biotherapeutics, Inc.			ORIC Pharmaceuticals, Inc.
Chimerix, Inc.			Rigel Pharmaceuticals, Inc.
CTI BioPharma Corp.			Shattuck Labs, Inc.
Evelo Biosciences, Inc.			Syros Pharmaceuticals, Inc.
G1 Therapeutics, Inc.			VBI Vaccines Inc.
Infinity Pharmaceuticals, Inc.			Vor Biopharma Inc.
Mersana Therapeutics, Inc.

In November 2023, the compensation committee retained Willis Towers Watson to review the 2023 peer group. The 2023 peer group was adjusted to remove larger peer companies and a peer company that no longer existed. Based on this assessment, the 2024 peer group consists of the 2023 peer group with the removal of Alpine Immune Sciences, Inc., Atara Biotherapeutics, Inc., CTI BioPharma Corp., Evelo Biosciences, Inc., Infinity Pharmaceuticals, Inc., Mersana Therapeutics, Inc., and ORIC Pharmaceuticals, Inc., and the addition of C4 Therapeutics, Inc., Cara Therapeutics, Inc., KALA Bio, Inc. Pyxis Oncology, Inc. and Xilio Therapeutics, Inc.

The proposed 2024 peer group consists of 15 companies that are developing therapies for cancer treatment and similar in size to Curis. In December 2023, the compensation committee adopted the following 2024 peer group for 2024 executive compensation benchmarking for our executive officers.


Akebia Therapeutics, Inc.			Pyxis Oncology, Inc.
C4 Therapeutics, Inc.			Rigel Pharmaceuticals, Inc.
Cara Therapeutics, Inc.			Shattuck Labs, Inc.
Chimerix, Inc.			Syros Pharmaceuticals, Inc.
G1 Therapeutics, Inc.			VBI Vaccines Inc.
KALA Bio, Inc.			Vor Biopharma Inc.
MEI Pharma, Inc.			Xilio Therapeutics, Inc.
Omeros Corporation

Process for Determining Executive Compensation

Our president and chief executive officer evaluates the performance of each of the other executive officers at least once annually against established goals and objectives for such executive officer, and also takes into consideration each executive officer’s contribution to the achievement of company goals and objectives. These annual assessments are provided either orally or through a written review. The president and chief executive officer provides recommendations to the compensation committee for all elements of compensation of our other executive officers based upon these evaluations, and the compensation committee considers our president and chief executive officer’s assessments when determining compensation for our executive officers. The compensation committee evaluates the performance of the president and chief executive officer based upon its assessment of his performance, and this assessment is updated at periodic committee meetings, and through recommendations from the chairman of our board of directors (to the extent the chairman of the board is not then also a member of the compensation committee). Our president and chief executive officer does not participate in the determination of his own compensation. Our corporate goals and objectives are established through a process that involves input by our board and all of our executive officers. Members of our management team then regularly report on progress toward the achievement of these goals during our periodic meetings of the board of directors.

For a further discussion of the processes and procedures used by our compensation committee in considering and determining executive and director compensation, see “Executive Officer and Director Compensation Processes” beginning on page 19 of this proxy statement

Elements of Executive Compensation

Key elements of executive officer compensation are as follows:

• base salary;

• short-term cash incentives;

• long-term incentives, including stock option and restricted stock awards;

• insurance, retirement and other employee benefits; and

• change in control and severance benefits.

We do not have any formal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation, or among the different forms of non-cash compensation. The compensation committee, after considering information including company performance, individual executive officer performance, the financial condition of the company, benchmarking data, and other market compensation for executive officers at other similarly-sized biotechnology companies, determines what it believes to be the appropriate level and mix of the various compensation components.

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executive officers. Base salaries for our executive officers are established based on the scope of their responsibilities, periodically taking into account competitive market compensation paid by other companies for similar positions, and the financial condition of the company. Base salaries are reviewed annually, and adjusted from time to time to reflect promotions and to realign salaries with market levels as appropriate.

In January 2023, the compensation committee approved merit increases to the base salaries of each of our named executive officers as follows:

•Mr. Dentzer’s base salary was increased by 3% to $633,500; and

•Ms. Duvall’s base salary was increased by 1.3% to $484,600.

Dr. Zung joined our company in May 2023.

Short-Term Cash Incentives

Pursuant to the terms of their individual employment agreements, each of Mr. Dentzer, Ms. Duvall and Dr. Zung are eligible for a short-term incentive target of 60%, 40% and 40%, respectively, of base salary based on the achievement of specific objectives established by the board and/or compensation committee.

In January 2024, the compensation committee assessed our performance against the 2023 corporate goals and objectives for emavusertib as well as those related to financial runway and human capital. The following achievements, which aligned with our 2023 goals and objectives, were considered:

•resolved the partial clinical hold on our TakeAim Leukemia Phase 1/2 study and established the recommended phase 2 dose a quarter ahead of schedule;

•reactivated our existing clinical sites and expanded into new clinical sites;

•enrolled acute myelogenous leukemia/high risk myelodysplastic syndromes targeted patient populations in monotherapy;

•enrolled primary central nervous system lymphoma, or PCNSL, patients in in our TakeAim Lymphoma Phase 1/2 study;

•presented initial clinical data on PCNSL patients at the 65th American Society of Hematology Annual Meeting and Exposition;

•conducted certain study enrichment strategies and analysis, and manufacturing activities;

•held our 2nd Symposium on Interleukin-1 receptor associated kinase;

•raised $15.1 million in a registered direct offering of our common stock which extended the company’s cash runway; and

•maintained high employee engagement through company meetings and employee engagement activities.

Taking into consideration the compensation committee's assessment of the company's achievement of the 2023 corporate goals and objectives and each executive officer’s individual performance and level of responsibility, the compensation committee awarded cash incentive payments to Mr. Dentzer, Ms. Duvall and Dr. Zung at 110% of each such executive officer’s short-term incentive target in the amount of $418,110, $213,224 and $215,600, respectively.

Long-Term Incentive Program

The compensation committee believes that long-term value creation is achieved through an ownership culture that encourages performance by our executive officers through grants of stock and stock-based awards. We have established our stock compensation plans to provide our employees, including our executive officers, with incentives that align employee interests with the interests of our stockholders. Our Fourth Amended and Restated 2010 Stock Incentive Plan permits the issuance of stock options, restricted stock awards, and other stock-based awards to our employees, directors and consultants.

Stock Options

The compensation committee reviews and approves stock option grants to all of our executive officers. An initial stock option grant is made to our executive officers at the commencement of their employment, and then options are generally granted in annual supplements in conjunction with the review of the company’s overall performance for the prior fiscal year and the individual performance of our executive officers. Grants may also be made following a significant change in job responsibilities or to meet other special retention or performance objectives. The review and approval of stock option awards to executive officers is based upon an assessment of individual performance, a review of each executive officer’s existing

long-term incentives and retention considerations. In appropriate circumstances, the compensation committee considers the recommendations of our president and chief executive officer (except with respect to his own compensation) and the chairman of our board of directors (to the extent the chairman of the board is not then also a member of the compensation committee) in determining the long-term compensation for our executive officers. Stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant and typically vest with respect to 25% of the shares underlying the award on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to the optionholder continuing to provide services to us on the applicable vesting date.

2023 Stock Option Grants

In January 2023, the compensation committee granted stock options to Mr. Dentzer and Ms. Duvall and in May 2023, Dr. Zung was granted an inducement stock option grant upon commencement of his employment as chief development officer, as set forth in the table below.


Name	Number of Shares Underlying January 2023 Option Grants (1)	Number of Shares Underlying May 2023 Option Grant
James E. Dentzer	50,000	—
Diantha Duvall	25,000	—

Jonathan B. Zung, Ph.D.	—	25,000 (2)

(1) Such stock options were granted pursuant to our Fourth Amended and Restated 2010 Stock Incentive Plan and have an exercise price per share equal to $14.00, the fair market value of our common stock on the date of grant, and became exercisable as to 25% of the shares underlying the award on January 20, 2024 and shall become exercisable as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to the optionholder continuing to provide services to us on the applicable vesting date. The stock options will terminate no later than January 19, 2033.

(2) Such grant was made as an inducement material to Dr. Zung’s acceptance of employment and was granted outside of our Fourth Amended and Restated 2010 Stock Incentive Plan. The option has an exercise price per share equal to $16.60, the fair market value on the date of grant, has a 10 year term and shall become exercisable as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period thereafter, subject to Dr. Zung’s continued service with us on the applicable vesting date.

2024 Stock Option Grants

In January 2024, the compensation committee granted stock options to Mr. Dentzer, Ms. Duvall and Dr. Zung as set forth in the table below.


Name						Number of Shares Underlying January 2024 Option Grants (1)
James E. Dentzer						100,000
Diantha Duvall						39,000
Jonathan B. Zung, Ph.D.						40,700

(1) Such stock options were granted subject to stockholder approval of the Fifth Amended and Restated 2010 Stock Incentive Plan, have an exercise price per share equal to $11.62, the fair market value of our common stock on the date of grant, and shall become exercisable as to 25% of the shares underlying the award on January 19, 2025 and exercisable as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to the optionholder continuing to provide services to us on the applicable vesting date. These stock options will terminate and be forfeited if our stockholders do not approve the Fifth Amended and Restated 2010 Stock

Incentive Plan to increase the number of shares authorized for issuance thereunder within 12 months after the grant date; and further provided that each such option will not be exercisable and no common stock will be issued thereunder before the approval of the Fifth Amended and Restated 2010 Stock Incentive Plan by our stockholders. The stock options will terminate no later than January 18, 2034.

Amended and Restated 2010 Employee Stock Purchase Plan

As with all employees of the company, our executive officers are eligible to participate in our Amended and Restated 2010 Employee Stock Purchase Plan, as amended, or the Amended and Restated 2010 ESPP. The Amended and Restated 2010 ESPP will be implemented by consecutive, overlapping 24-month offering periods, each consisting of four six-month purchase periods. Each offering period will begin on June 15 and December 15 of each year, or, if the national stock exchanges and the Nasdaq system are not open on such day, then on the first business day thereafter. The Amended and Restated 2010 ESPP permits employee participants to purchase up to $25,000 per calendar year of company stock through payroll deductions. The price of the stock is 85% of the lower of the fair market value of the stock on the first day of the offering period or the last day of the applicable purchase period.

Other Compensation – Employee Benefits

Our employees, including our executive officers, are entitled to various employee benefits such as medical and dental expense coverage, flexible spending accounts, various insurance programs, an employee assistance program, paid time off, and matching contributions in our 401(k) retirement plan.

Change in Control and Severance Payments

Each of our current named executive officers is party to an agreement that obligates us to make cash payments to such executive officer in the event we terminate the executive officer’s employment without cause, or the executive officer resigns for good reason (each as defined in the applicable agreement or offer letter). We believe that our severance program is aligned with other comparable biotechnology companies and provides our executive officers with income protection in the event of an unplanned separation from employment. In addition, we are also obligated to make cash payments to each of our named executive officers in the event of a change in control.

Our Fourth Amended and Restated 2010 Stock Incentive Plan provides that, unless otherwise provided in the applicable award agreement, all plan participants, including our executive officers, are entitled to accelerated vesting of stock options and/or restricted stock awards upon certain events (including a change in control). In the event that a change in control occurs, 50% of the then-unvested options of each plan participant, including executive officers, would become immediately exercisable, and the restrictions underlying 50% of any restricted stock awards would lapse. This arrangement is a so-called “single trigger” change in control arrangement because it provides for equity acceleration benefits immediately upon a change in control. In the event any executive officer is terminated without cause or resigns for good reason (each as defined in the applicable plan), in each case, within one year after a change in control, then all remaining unvested stock options and restricted stock awards will become fully vested. This arrangement is a so-called “double trigger” change in control arrangement because it provides for equity acceleration benefits in the event of a change in control, the first trigger, followed by an employment termination under specified circumstances, the second trigger. Our Fourth Amended and Restated 2010 Stock Incentive Plan generally defines a change in control as a merger by us with or into another company, or a sale of all or substantially all of our assets.

We provide for these change in control arrangements because we recognize that, as is the case with many publicly-held corporations, the possibility of a change in control of our company exists and such possibility, and the uncertainty and questions which it may raise among our executive officers, could result in the departure or distraction of executive officers to the detriment of our company and our stockholders. As a consequence, our compensation committee determined that it was necessary and appropriate to provide such change in control-related benefits to reinforce and encourage the continued employment and dedication of our executive officers without distraction or interference.

Our change in control and equity acceleration arrangements with our executive officers do not obligate us to make any additional payments to “gross-up” any compensation payable to such executive officers in order to offset income tax liabilities.

For a further description of the foregoing arrangements, see “Summary Compensation Table,” “Employment Agreements” and “Potential Payments Upon Termination or Change in Control.”

Stock Ownership Guidelines

Our compensation committee last considered the implementation of stock ownership guidelines for our executive officers and directors in January 2018. Willis Towers Watson analyzed the proxy filings of our peer group companies and determined that the implementation of stock ownership guidelines was a minority practice within our peer group. Taking into consideration the results of the 2018 evaluation, the compensation committee determined not to implement stock ownership guidelines for our executive officers and directors.

Hedging Policy

In accordance with our insider trading policy, no employee, officer or director may purchase company securities on margin, borrow against company securities held in a margin account, or pledge company securities as collateral for a loan (except pursuant to an exception granted by the company); engage in short sales of company securities; purchase or sell puts, calls or other derivatives based on the company’s securities or purchase financial instruments including prepaid variable forward contracts, equity swaps, collars and exchange funds or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of company securities.

Tax and Accounting Considerations

We account for equity compensation paid to our employees under the rules of Financial Accounting Standards Board Accounting Standard Codification Topic 718, or FASB Codification Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Also generally accepted accounting principles require us to record cash compensation as an expense as services are rendered.

We are generally entitled to a U.S. federal income tax deduction with respect to compensation paid to our service providers, subject to limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, with respect to compensation in excess of $1 million paid in any one year to each of certain of the company’s current and former executive officers. While the compensation committee generally considers the financial accounting and tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our named executive officers in 2023.

Summary Compensation Table

The following table sets forth information regarding compensation paid to or earned by each of our named executive officers for the fiscal years ending December 31, 2023 and 2022.


Name and Principal Position	Year	Salary ($)	Option Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($)		Total ($)
James E. Dentzer President and Chief Executive Officer	2023 2022	633,500 615,000	589,000 2,081,805	418,110 276,750	22,368 20,545	(3) (4)	1,662,978 2,994,100
Diantha Duvall Chief Financial Officer (5)	2023 2022	484,600 209,760	294,500 504,252	213,224 61,793	21,197 10,304	(6) (7)	1,013,521 786,109

Jonathan B. Zung, Ph.D. Chief Development Officer (8)	2023	317,115	349,700	215,600	—		882,415

(1) The amounts in this column reflect the aggregate grant date fair value of awards of stock options granted pursuant to our Fourth Amended and Restated 2010 Stock Incentive Plan or outside of our Fourth Amended and Restated 2010 Stock Incentive Plan as an inducement material to the commencement of employment during the relevant fiscal year, computed in accordance with FASB Codification Topic 718 and other relevant guidance. Assumptions used in the calculation of these amounts are included in footnote 11 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 8, 2024.

(2) The amounts in this column reflect amounts paid to each of our named executive officers under the short-term cash incentive payments described in our “Compensation Discussion” above.

(3) Of this amount, $2,568 represents fees paid for personal estate planning and tax preparation, including an associated gross-up payment for applicable taxes, and $19,800 represents a 401(k) matching contribution made by us.

(4) Of this amount, $3,145 represents fees paid for personal estate planning and tax preparation, including an associated gross-up payment for applicable taxes, and $17,400 represents a 401(k) matching contribution made by us.

(5) Ms. Duvall joined our company on July 26, 2022 as senior vice president of strategy and began serving as our chief financial officer on August 5, 2022.

(6) Of this amount, $1,397 represents fees paid for personal estate planning and tax preparation, including an associated gross-up payment for applicable taxes, and $19,800 represents a 401(k) matching contribution made by us.

(7) Consists entirely of 401(k) matching contributions made by us.

(8) Dr. Zung began serving as our chief development officer in May 2023.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the outstanding equity awards held by our named executive officers as of December 31, 2023.


Name	Number of Securities Underlying Unexercised Options (#) (1) Exercisable		Number of Securities Underlying Unexercised Options (#) (1) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
James E. Dentzer	—		50,000		—	14.00	1/19/2033
	18,048		23,202		—	61.80	1/27/2032
	11,344		5,156		—	182.80	1/27/2031
	35,156		2,344		—	25.20	3/1/2030
	55,793		—		—	23.20	1/20/2029
	37,500		—		—	32.40	9/25/2028
	8,250		—		—	69.00	1/21/2028
	6,499	(2)	—		—	263.00	2/13/2027
	17,000	(3)	—		—	151.00	3/29/2026

Diantha Duvall	—		25,000		—	14.00	1/19/2033
	8,437	(4)	18,563		—	22.40	7/25/2032












Jonathan B. Zung, Ph.D. (5)	—		25,000	(6)	—	16.60	4/30/2033

(1) Except as noted in footnote 3, footnote 4, and footnote 6 below, the stock options were granted pursuant to our Amended and Restated 2010 Stock Incentive Plan, or our Amended and Restated 2010 Plan, our Second Amended and Restated 2010 Stock Incentive Plan, or our Second Amended and Restated 2010 Plan, our Third Amended and Restated 2010 Stock Incentive Plan, or our Third Amended and Restated 2010 Plan, or our Fourth Amended and Restated 2010 Stock Incentive Plan, as applicable. Each stock option vests and becomes exercisable as to 25% of the shares underlying the award on the first anniversary of the date of grant and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to the optionholder continuing to provide services to us on the applicable vesting date. Such stock options will expire 10 years from date of grant. In the event an executive officer terminates his employment for good reason or we terminate the executive officer without cause, in each case, within one year after a change in control, then all options held by the executive officer would become fully vested upon such termination. In addition, options granted pursuant to our Second Amended and Restated 2010 Plan, our Third Amended and Restated 2010 Plan, and our Fourth Amended and Restated 2010 Stock Incentive Plan will automatically become fully vested upon a termination of employment due to the optionholder’s death or disability.

(2) Such stock options were granted pursuant to our Second Amended and Restated 2010 Plan and became exercisable as to 25% of the shares underlying the award on January 1, 2018 and vest as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to the optionholder continuing to provide services to us on the applicable vesting date.

(3) The stock option granted to Mr. Dentzer was granted pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) as an inducement equity award outside of our Amended and Restated 2010 Plan, and such grant was made as an inducement material to Mr. Dentzer's acceptance of employment. Such stock option vests and becomes exercisable as to 25% of the shares underlying the award on the first anniversary of the date of grant and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to continued service by Mr. Dentzer. Such stock option will expire 10 years from date of grant.

(4) The stock option granted to Ms. Duvall was granted pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) as an inducement equity award outside of our Amended and Restated 2010 Plan, and such grant was made as an inducement material to Ms. Duvall's acceptance of employment. Such stock option vests and becomes exercisable as to 25% of the shares underlying the award on the first anniversary of the date of grant and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to continued service by Ms. Duvall. Such stock option will expire 10 years from date of grant.

(5) Dr. Zung began serving as our chief development officer in May 2023.

(6) The stock option granted to Dr. Zung was granted pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) as an inducement equity award outside of our Amended and Restated 2010 Plan, and such grant was made as an inducement material to Dr. Zung’s acceptance of employment. Such stock option vests and becomes exercisable as to 25% of the shares underlying the award on the first anniversary of the date of grant and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to continued service by Dr. Zung. Such stock option will expire 10 years from date of grant.

Employment Agreements

We are party to the following employment arrangements with our named executive officers.

James E. Dentzer. On September 24, 2018, we entered into a second amended employment agreement with Mr. Dentzer under which he has served as president, chief executive officer, treasurer and secretary (the last two positions he held until March 2019), which agreement further amended his March 29, 2016 employment agreement, as amended on March 7, 2017 and March 21, 2018. Mr. Dentzer’s then current base salary, which is subject to annual review by the board and/or compensation committee, was set at $495,000 per annum. Mr. Dentzer’s agreement also provides for four weeks paid vacation and for reimbursement of specified expenses related to his estate planning and tax preparation up to an annual maximum of $10,000, for which an associated gross-up payment for applicable taxes is also provided. Mr. Dentzer is entitled to participate in our medical and other benefits programs, and may be entitled to receive an annual bonus of up to 60% of his base salary based on the achievement of specific objectives established by the board and/or compensation committee. Mr. Dentzer is also entitled to receive severance benefits under the agreement in the event of his termination by us without cause (after 30 days’ notice) or by him for good reason (each as defined in the agreement) comprising (i) twelve 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) a portion of his COBRA premiums for up to twelve months. In the event of his termination by us or the surviving entity without cause (after 30 days’ notice) or by him for good reason, in each case, within 12 months following a change in control (as defined in the agreement), Mr. Dentzer will receive (i) an amount equal to twice the sum of (x) his then-current base salary and (y) his target bonus for the year of termination, and (ii) a portion of the same year’s target bonus, pro-rated to reflect the portion of the year elapsed, and (iii) a portion of his COBRA premiums for up to 24 months. The second amended employment agreement also provides for a limitation on payments under the agreement if limiting the payments would leave Mr. Dentzer in a better net position than bearing the tax penalties under Section 280G of the Code. For a description and quantification of such severance and change in control benefits, see “Potential Payments Upon Termination or Change in Control.” In addition, the agreement provides for certain indemnification provisions. For a description of such indemnification provisions, see “Indemnification of Executive Officers.”

Diantha Duvall. On August 4, 2022, we entered into an employment agreement with Ms. Duvall under which she began serving as our chief financial officer on August 5, 2022. Ms. Duvall’s then-current base salary, which is subject to annual review by the board and/or the compensation committee, was set at $478,400 per annum. Ms. Duvall’s agreement also provides for three weeks paid vacation per year and for reimbursement of specified expenses related to her estate planning and tax preparation up to an annual maximum of $7,500 for which an associated gross-up payment for applicable taxes is also provided. Ms. Duvall is entitled to participate in our medical and other benefits program, and may be entitled to receive an annual bonus based on the achievement of specific objectives established by the board and/or compensation committee at a target bonus rate of 40% of her annual base salary, to be paid in the form of cash or capital stock. Ms. Duvall is also entitled to receive severance benefits under the agreement in the event of her termination by us without cause (after 30 days’ notice) or by her for good reason (as defined in the agreement) comprising (i) nine months’ pay at her 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) a portion of her COBRA premiums for up to nine months. In the event of her termination by us or the surviving entity without cause (after 30 days’ notice) or by her for good reason, in each case, within 12 months following a change in control (as defined in the agreement), Ms. Duvall will be entitled to receive (i) an amount equal to the sum of (x) her base salary and (y) her full target bonus for the year of termination, (ii) a portion of the same year’s target bonus, pro-rated to reflect the portion of the year elapsed, and (iii) a portion of her COBRA premiums for up to 12 months. The employment agreement also provides for a limitation on

payments under the agreement if limiting the payments would leave Ms. Duvall in a better net position than bearing the tax penalties under Section 280G of the Code. For a description and quantification of such severance and change in control benefits, see “Potential Payments Upon Termination or Change in Control.” In addition, the agreement provides for certain indemnification provisions. For a description of such indemnification provisions, see “Indemnification of Executive Officers.”

Jonathan B. Zung, Ph.D. On November 1, 2023, we entered into an amended and restated employment agreement with Dr. Zung, which agreement further amended his May 1, 2023 employment agreement under which he began serving as our chief development officer. Dr. Zung’s then-current base salary, which is subject to annual review by the board and/or the compensation committee, was set at $490,000 per annum. Dr. Zung’s agreement also provides for three weeks paid vacation per year and for reimbursement of specified expenses related to his estate planning and tax preparation up to an annual maximum of $7,500 for which an associated gross-up payment for applicable taxes is also provided. Dr. Zung is entitled to participate in our medical and other benefits program, and may be entitled to receive an annual bonus based on the achievement of specific objectives established by the board and/or compensation committee at a target bonus rate of 40% of his annual base salary, to be paid in the form of cash or capital stock. Dr. Zung is also entitled to receive severance benefits under the agreement in the event of his termination by us without cause (after 30 days’ notice) or by him for good reason (as defined in the agreement) comprising (i) nine 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) a portion of his COBRA premiums for up to nine months. In the event of his termination by us or the surviving entity without cause (after 30 days’ notice) or by him for good reason, in each case, within 12 months following a change in control (as defined in the agreement), Dr. Zung will be entitled to receive (i) an amount equal to the sum of (x) his base salary and (y) his full target bonus for the year of termination, (ii) a portion of the same year’s target bonus, pro-rated to reflect the portion of the year elapsed, and (iii) a portion of his COBRA premiums for up to 12 months. The employment agreement also provides for a limitation on payments under the agreement if limiting the payments would leave Dr. Zung in a better net position than bearing the tax penalties under Section 280G of the Code. For a description and quantification of such severance and change in control benefits, see “Potential Payments Upon Termination or Change in Control.” In addition, the agreement provides for certain indemnification provisions. For a description of such indemnification provisions, see “Indemnification of Executive Officers.”

Indemnification of Executive Officers

Our Restated Certificate of Incorporation provides indemnification of our executive officers for any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action or claim by or in the right of the company) by reason of the fact that such person serves as an executive officer, to the maximum extent permitted by the General Corporation Law of Delaware. The Restated Certificate of Incorporation further provides that executive officers may be entitled to additional indemnification, under any agreement or vote of the directors.

Each of our executive officer employment agreements also provides that we will indemnify each such executive officer for claims arising in his or her capacity as our executive officer, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, our best interests. With respect to any criminal proceeding, the executive officer must have had no reasonable cause to believe that the conduct was unlawful. If the claim is brought by us or on our behalf, we will not be obligated to indemnify the executive officer if the executive officer is found liable to us, unless the court determines that, despite the adjudication of liability, in view of all the circumstances of the case the executive officer is fairly and reasonably entitled to be indemnified. In the event that we do not assume the defense of a claim against the executive officer, we are required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by us. We will require that any successor to our business assumes and agrees to perform our obligations under the indemnification provisions, which remain in effect until the later of (i) six years after the executive officer has ceased to be an employee or officer of the company or (ii) the date any legal proceedings begun during that period have concluded.

In connection with our indemnification obligations, we have and intend to maintain director and officer liability insurance, if available.

Potential Payments Upon Termination or Change in Control

Each of the above-described employment agreements with our current named executive officers provides that in the event we terminate the executive officer’s employment without cause or if the executive officer resigns for good reason (each as defined in the agreements), the executive officer will receive: (1) continuation of his or her then base salary or a portion thereof for the periods and amounts described in the table below, (2) a payment equal in amount to his or her target bonus payment pro-rated for the portion of the year elapsed, and (3) payment of a portion of the executive officer’s COBRA premiums, which is calculated as the difference between the COBRA premium and the amount paid by the employee for medical/dental insurance, for the periods and amounts described in the table below. If the executive officer is terminated without cause or resigns for good reason, in each case, within 12 months after a change in control of the company, the executive officer will receive:

• in the case of Mr. Dentzer, (1) an amount equal to twice the sum of (x) his base salary and (y) his target bonus for the year of termination, for the periods and amounts described in the table below, (2) a portion of the same year’s target bonus, and (3) payment of a portion of Mr. Dentzer’s COBRA premiums, for the periods and amounts described in the table below,

• in the case of Ms. Duvall, (1) an amount equal to the sum of (x) her base salary and (y) her target bonus for the year of termination, for the periods and amounts described in the table below, (2) a portion of the same year’s target bonus, and (3) payment of a portion of her COBRA premiums, for the periods and amounts described in the table below, and

• in the case of Dr. Zung, (1) an amount equal to the sum of (x) his base salary and (y) his target bonus for the year of termination, for the periods and amounts described in the table below, (2) a portion of the same year’s target bonus, and (3) payment of a portion of his COBRA premiums, for the periods and amounts described in the table below.

Each of the above-described employment agreements also provides for a limitation on payments under the agreement if limiting the payments would leave the executive in a better net position than bearing the tax penalties under Section 280G of the Code. In order for our executive officers to receive these severance payments, the executive officer must execute a general release of all claims against the company, its employees, officers, directors and agents in a form acceptable to us.

Pursuant to the terms of our Amended and Restated 2010 Plan, as amended, our Second Amended and Restated 2010 Plan, our Third Amended and Restated 2010 Plan, as amended, and our Fourth Amended and Restated 2010 Stock Incentive Plan, unless otherwise provided in the applicable award agreement, at the time of a change in control, 50% of the then-unvested options to purchase our common stock held by each plan participant, including executive officers, would become immediately exercisable and the forfeiture restriction on all outstanding restricted stock awards would lapse with respect to 50% of the number of shares that otherwise would have first become free from such forfeiture restrictions after the date of the change in control. In addition, in the event an executive officer terminates his or her employment for good reason (as defined in the applicable plan) or we terminate the executive officer without cause (as defined in the applicable plan), in each case, within 12 months after such change in control, then all remaining unvested options and restricted stock held by the executive officer would become fully vested and/or free of all forfeiture restrictions, as applicable. Pursuant to the terms of Ms. Duvall’s Inducement Stock Option Agreement, in the event of a change in control, 50% of the then unvested options held by Ms. Duvall would become immediately exercisable, and in the event Ms. Duvall terminates her employment for good reason or we terminate Ms. Duvall without cause, in each case, within 12 months after a change in control, then all options held by Ms. Duvall would become fully vested upon such termination. Pursuant to the terms of Dr. Zung’s Inducement Stock Option Agreement, in the event of a change in control, 50% of the then unvested options held by Dr. Zung would become immediately exercisable, and in the event Dr. Zung terminates his employment for good reason or we terminate Dr. Zung

without cause, in each case, within 12 months after a change in control, then all options held by Dr. Zung would become fully vested upon such termination.

Pay Versus Performance

The following tables and related disclosures provide information about (i) the “total compensation” of our chief executive officer, who is our principal executive officer (“PEO”), and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table on page 30 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance. For a discussion of how the compensation committee seeks to align pay with performance when making compensation decisions, see "Compensation Discussion" beginning on page 23.


Year	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(2)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)	Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3)	Net Income ($)
(a)	(b)	(c)	(d)	(e)	(f)	(h)
2023	1,662,978	2,419,423	947,968	923,594	(92)%	(47,413)
2022	2,994,100	(2,263,686)	1,108,602	(115,985)	(93)%	(56,672)
2021	3,390,187	348,483	1,700,980	651,489	(42)%	(45,436)

(1) James E. Dentzer, our chief executive officer, was PEO for all years in the table. For fiscal year 2023, Other NEOs were Diantha Duvall, our chief financial officer; and Jonathan B. Zung, who began serving as our chief development officer in May 2023. For fiscal year 2022, Other NEOs were William E. Steinkrauss, our chief financial officer until August 4, 2022, Ms. Duvall and Robert E. Martell, our chief scientific officer, who ceased serving as an executive officer in May 2023 when he stopped acting as our head of research and development and began serving as our chief scientific officer at 20% time commitment. For fiscal year 2021, Other NEOs were Mr. Steinkrauss and Dr. Martell.

(2) The following table summarizes the adjustments made in accordance with Item 402(v) of Regulation S-K in order to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.

(3) Shareholder return provides the value of common stock as of December 31, 2023, December 31, 2022, and December 31, 2021 assuming $100 was invested in our common stock after the market closed on December 31, 2020.


Adjustments*	2023
	PEO ($)	Other NEOs** ($)
SCT Amounts	1,662,978	947,968
(Subtraction): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year	(589,000)	(322,100)
Addition: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end	535,931	267,966
Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end	49,808	15,063
Addition: Vesting date fair value of awards granted and vested during the covered fiscal year	—	—
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year	759,706	14,697
(Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year	—	—
Addition: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year	—	—
CAP Amounts (as calculated)	2,419,423	923,594

* Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts.

** Amounts presented are averages for the entire group of Other NEOs.

We are a small biotechnology company and have yet to generate any significant revenues or become profitable. In addition, our stock price often fluctuates and our stock price volatility is subject to financial, economic and market conditions that may be outside of our control. We have not established any financial performance measures to link executive compensation actually paid to our PEO and Other NEOs to company performance. The compensation committee utilizes a pay-for-performance philosophy in determining the compensation of our PEO and Other NEOs.

The compensation that we pay to our PEO and Other NEOs reflects our primary compensation objectives of attracting and retaining key executive officers critical to our long-term success, recognizing and rewarding overall company performance and each executive officer’s individual performance and level of responsibility and continuing to align our executive officers’ incentives with stockholders’ interests. Cash compensation, including annual cash bonus incentives, is a basic element of our executive officers’ total compensation. In addition, a significant portion of our executive officers’ realizable compensation is tied to the performance of our company and our stock price. We believe stock-based compensation aligns our executive officers’ interest and our stockholders’ interest in incentivizing our executive officers to achieve performance objectives and to create long-term stockholder value. If our executive officers are unable to create long-term stockholder value and the price of our stock declines, then the realizable value of such executive officer’s long-term stock-based compensation also declines. Consistent with its pay-for-performance philosophy, the compensation committee may elect to decrease any executive officer’s compensation, or take other corrective or remedial steps, for non-performance.

The following charts are a comparison of executive compensation actually paid to our PEO and the average executive compensation actually paid to the Other NEOs as compared to our (1) cumulative total shareholder return, or TSR, and (2) net income.

Director Compensation

The following table sets forth a summary of the compensation earned by our non-employee directors in 2023:


Name	Fees Earned or Paid In Cash ($)	Option Awards ($) (1) (2)	All Other Compensation ($)	Total ($)
Anne E. Borgman, M.D.	50,000	53,702	—	103,702
Martyn D. Greenacre	105,000	53,702	—	158,702
John A. Hohneker, M.D.	52,500	53,702	—	106,202
Kenneth I. Kaitin, Ph.D.	72,500	53,702	—	126,202
Marc Rubin, M.D.	70,000	53,702	—	123,702

(1) The amounts in this column reflect the grant date fair value of awards made to such individual in accordance with FASB Codification Topic 718 and other relevant guidance, excluding forfeitures, for awards in 2023 pursuant to our Fourth Amended and Restated 2010 Stock Incentive Plan. Assumptions used in the calculation of these amounts are included in footnote 11 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 8, 2024.

(2) At December 31, 2023, each of our then-serving non-employee directors held options to purchase shares of our common stock as follows:


Director						Aggregate Number of Stock Options
Anne E. Borgman						5,500
Martyn D. Greenacre						30,350
John A. Hohneker, M.D.						9,750
Kenneth I. Kaitin, Ph.D.						30,350
Marc Rubin, M.D.						30,350

In January 2023 and 2024, respectively, our board of directors approved the following director cash compensation policy, consistent with past policies:

Each of our non-employee directors receives an annual retainer of $45,000, and the chair of the board receives an additional annual retainer of $35,000. In addition, members of each of the following standing committees of the board are also paid the following additional annual retainers:

• $10,000 – Audit Committee;

• $7,500 – Compensation Committee; and

• $5,000 – Nominating and Corporate Governance Committee.

The chair of each of the following standing committees of the board is also paid, in addition to his or her retainer as a member of such committee, an additional annual retainer as follows:

• $10,000 – Audit Committee;

• $7,500 – Compensation Committee; and

• $5,000 – Nominating and Corporate Governance Committee.

In January 2024, each of our non-employee directors received a stock option award of 4,250 shares of common stock. Such stock option awards were granted subject to stockholder approval of the Fifth Amended and Restated 2010 Stock Incentive Plan, vest and become exercisable as to 100% of the underlying shares on January 20, 2025, the first anniversary of the date of grant, subject to the director’s continued service, have a term of ten years and are granted at the fair market value on the last trading date before the date of grant.

These stock options will terminate and be forfeited if our stockholders do not approve the Fifth Amended and Restated 2010 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder within 12 months after the grant date; and further provided that each such option will not be exercisable and no common stock will be issued thereunder before the approval of the Fifth Amended and Restated 2010 Stock Incentive Plan by our stockholders.

Indemnification of Directors

Our Restated Certificate of Incorporation provides indemnification of our directors for any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action or claim by or in the right of the company) by reason of the fact of that such person serves as a director, to the maximum extent permitted by the General Corporation Law of Delaware. The Restated Certificate of Incorporation further provides that directors may be entitled to additional indemnification, under any agreement or vote of the directors.

We have entered into indemnification agreements with each of our non-employee directors. The indemnification provisions apply to each such director and state that we will indemnify him or her for claims arising in his or her capacity as our director, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, our best interests. With respect to any criminal proceeding, the director must have no reasonable cause to believe that the conduct was unlawful. If the claim is brought by us or on our behalf, we will not be obligated to indemnify the director if the director is found liable to us, unless the court determines that, despite the adjudication of liability, in view of all the circumstances of the case, the director is fairly and reasonably entitled to be indemnified. In the event that we do not assume the defense of a claim against the director, we are required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by us. We will require that any successor to our business assumes and agrees to perform our obligations under the indemnification provisions. For a discussion of our indemnification arrangements with Mr. Dentzer, see “Indemnification of Executive Officers.” In connection with our indemnification obligations, we have and intend to maintain director and officer liability insurance, if available on reasonable terms.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2023 regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.


	(a)	(b)		(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	688,771	$	45.64	316,543	(1)
Equity compensation plans not approved by security holders (2)	152,109	$	56.35	N/A
Total	840,880	$	47.58	316,543

(1) Comprising 289,912 shares available for grant under our Fourth Amended and Restated 2010 Stock Incentive Plan and 26,631 shares available for sale under our Amended and Restated 2010 ESPP. The 2010 Employee Stock Purchase Plan was approved by our stockholders in June 2010 and was amended to increase the number of shares authorized for issuance thereunder to 100,000 shares at our 2017 annual meeting (as adjusted for our 1-for-20 reverse stock split of our common stock effected on September 28, 2023). Our 2010 Stock Incentive Plan was approved by our stockholders in June 2010, our Amended and Restated 2010 Plan was approved by our stockholders in May 2013, an amendment to increase the number of shares authorized for issuance under our Amended and Restated 2010 Plan was approved by our stockholders in May 2015, our Second Amended and Restated 2010 Plan was approved by our stockholders in May 2017, our Third Amended and Restated 2010 Plan was approved by our stockholders in May 2018, an amendment to increase the number of shares authorized for issuance under our Third Amended and Restated 2010 Plan was approved by our stockholders in May 2019, and a second amendment to increase the number of shares authorized for issuance under our Third Amended and Restated 2010 Plan was approved by our stockholders in June 2020. Our Fourth Amended

and Restated 2010 Stock Incentive Plan was approved by our stockholders in May 2021 to increase the number of shares authorized for issuance pursuant thereto to 1,159,500 (as adjusted for our 1-for-20 reverse stock split of our common stock effected on September 28, 2023).

(2) Represents option awards granted to new employees outside of our stock incentive plans, each as a material inducement to such employee’s acceptance of employment. Each such grant was approved by our compensation committee pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) and disclosed in a press release. Inducement option awards have an exercise price equal to the closing price of our common stock on the date of the grant. Typically, such inducement stock option awards vest with respect to 25% of the shares underlying the award on the first anniversary of the employee’s date of hire, and as to an additional 6.25% of the shares underlying the award at the end of each subsequent three-month period, subject to the optionholder continuing to provide services to us on the applicable vesting date.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2023, the members of our compensation committee were Dr. Hohneker, Dr. Kaitin, and Dr. Rubin (Chair).

During the fiscal year ended December 31, 2023, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that had one or more of its executive officers serving as a member of our board of directors or our compensation committee.

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act. At the 2023 annual meeting, our stockholders approved, on an advisory, non-binding basis, an annual advisory vote on the compensation of our executive officers. In accordance with the results of this vote, our board of directors determined to implement an advisory vote on the compensation of our executive officers every year until the next vote in 2029 on the preferred frequency of such advisory votes.

We held our most recent “say-on-pay” advisory stockholder vote on the compensation of our executive officers at the 2023 annual meeting. This advisory vote was supported by our stockholders with approximately 90.5% of the voted shares voting “for” such proposal. Our compensation committee considered the results of this advisory stockholder vote in determining the compensation for our executive officers in 2024. The compensation committee continues to believe that its pay-for-performance philosophy in determining the compensation of executive officers, as further described herein, best achieves the desired alignment of our compensation objectives.

Our executive compensation programs are designed to attract and retain key executive officers critical to our long-term success, to recognize and reward overall company performance and each executive officer’s individual performance and level of responsibility, as well as to align our executive officers’ incentives with stockholders’ interests. Cash compensation, including annual cash bonus incentive, is a basic element of our executive officers’ total compensation. In addition, a significant portion of our executive officers’ realizable compensation is tied to the performance of our company and our stock price. We believe stock-based compensation aligns our executive officers’ interest and our stockholders’ interest in incentivizing our executive officers to achieve performance objectives and to create long-term stockholder value. If our executive officers are unable to create long-term stockholder value and the price of our stock declines, then the realizable value of such executive officer’s long-term stock-based compensation also declines. Consistent with its pay-for-performance philosophy, our compensation committee may elect to decrease any executive officer’s compensation, or take other corrective or remedial steps, for non-performance.

The “Executive and Director Compensation” section of this proxy statement beginning on page 23, describes in detail our executive compensation programs and the decisions made by the compensation committee and our board of directors with respect to the fiscal year ended December 31, 2023.

Our board of directors is asking stockholders to approve, on an advisory basis, a non-binding vote on the following resolution:

RESOLVED, that the compensation paid to Curis’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote does not overrule any decision by us or our board of directors (or any committee thereof), create or imply any change to our fiduciary duties or those of our board of directors (or any committee thereof), or create or imply any additional fiduciary duties for us or our board of directors (or any committee thereof). However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” THIS PROPOSAL.

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2002. The PricewaterhouseCoopers LLP audit engagement partner rotates every five years. Although stockholder approval of the audit committee’s appointment of PricewaterhouseCoopers LLP is not required by law, the board and the audit committee believe that it is advisable to give stockholders an opportunity to ratify this appointment. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the audit committee will reconsider the matter. A representative of PricewaterhouseCoopers LLP is expected to be present at the meeting to respond to appropriate questions and to make a statement if he or she so desires.

Board Recommendation

OUR BOARD OF DIRECTORS BELIEVES THAT THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CURIS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024 IS IN THE BEST INTERESTS OF CURIS AND OUR STOCKHOLDERS AND THEREFORE, RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.

PROPOSAL 4 — APPROVAL OF THE FIFTH AMENDED AND RESTATED

2010 STOCK INCENTIVE PLAN

Why We Are Requesting Stockholder Approval

We are asking stockholders to approve the fifth amendment and restatement of the Curis, Inc. 2010 Stock Incentive Plan (the “Amended Plan”). The Amended Plan amends and restates the Fourth Amended and Restated 2010 Stock Incentive Plan (the “Current Plan”) to, among other things, increase the number of shares available for issuance under the plan and increase the per participant limit on the number of shares subject to awards that can be granted annually to participants in the plan. Our board of directors believes that our success depends, in large part, on our ability to maintain a competitive position

by attracting, retaining and motivating the best talent in what is a competitive labor market. Central to these objectives is our equity-based compensation program, which is consistent with our compensation philosophy and the compensatory practices of other companies in our peer group and other companies that we compete with for talent. We and our board of directors understand that our equity-compensation needs must be balanced against the dilutive effect of such programs on our stockholders. To that end, and based on careful weighing of these considerations, as more fully described below, on March 25, 2024 (the “Board Approval Date”), upon the recommendation of the compensation committee, and subject to stockholder approval, the board of directors adopted the Amended Plan.

The Current Plan is our existing equity incentive plan, which was originally approved by the board of directors on April 6, 2010 and by our stockholders on June 3, 2010. Since 2010, the plan has been amended and/or restated to increase the shares available under the plan and make certain other changes as approved by our stockholders at our 2013, 2015, 2017, 2018, 2019, 2020 and 2021 annual meetings of stockholders. The aggregate share limit authorized for issuance under the Current Plan is 1,159,500 shares of our common stock (as adjusted for our 1-for-20 reverse stock split of our common stock effected on September 28, 2023).

The Amended Plan increases the share pool under the Current Plan by 942,100 shares of common stock, increases the per-participant limit by 440,000 shares of common stock, increases the limit on the maximum annual compensation payable to non-employee directors by $100,000, and adds a clawback provision that confirms a participant agrees to be bound by any clawback policy of ours whether in effect now or in the future. If approved, the new shares reserved under the Amended Plan would represent approximately 16% of our 5,894,085 outstanding shares as of March 25, 2024. Our board of directors believes the proposed dilution to stockholders as a result of this increase is judicious and sustainable and, importantly, critical to meet our business goals.

When the Current Plan was approved by our stockholders in 2021, we expected that the share pool under the Current Plan would allow us to continue to grant equity awards (other than to newly hired employees who will receive grants pursuant to the inducement grant exception under Nasdaq Listing Rule 5635(c)(4) to the extent eligible) at our historic rates through 2023. As expected, the remaining share pool under the Current Plan is insufficient to meet our equity compensation needs. See, in this regard, the discussion below regarding 2024 Contingent Option Awards.

We have relied on the inducement grant exception under Nasdaq Listing Rule 5635(c)(4) to grant nonstatutory stock options (“Inducement Awards”) to all of our newly hired employees who are eligible under the Nasdaq rules to receive such grants. Because the number of shares available for issuance under the Current Plan has been (and the number of shares available under the Amended Plan will be, if the plan is approved) carefully calibrated to enable us to make equity grants to our current employees, we expect to continue using Inducement Awards for all of our new-hire employee equity grants.

The following table includes information, as of March 25, 2024, regarding all of our outstanding equity awards under all of our equity-based compensation plans and arrangements under which shares of common stock may be issued. This includes shares subject to outstanding awards under the Current Plan, Inducement Awards, the number of shares of common stock available under the Current Plan as of March 25, 2024 not taking into account the Contingent Option Awards (as defined below), and the number of Contingent Option Awards, but does not include shares issuable under our Amended and Restated 2010 Employee Stock Purchase Plan.


Number of outstanding stock options	1,112,388
Weighted average exercise price of outstanding stock options	$	38.07
Weighted average remaining contractual term of outstanding stock options (years)	2.99
Number of outstanding shares of restricted stock	110,500
Shares available under the Current Plan as of March 25, 2024 not taking into account the Contingent Option Awards	14,902
Number of shares subject to Contingent Option Awards	200,950
New shares requested for approval pursuant to the Amended Plan	942,100
Estimated total number of shares available for the grant of new awards under all equity-based compensation plans, assuming stockholder approval of the Amended Plan (reduced by number of shares subject to Contingent Option Grants)	756,052
Number of shares of common stock outstanding	5,894,085

As of March 25, 2024, there were no outstanding restricted stock units, stock appreciation rights, or other stock-based awards.

We expect that the proposed share pool under the Amended Plan will allow us to continue to grant equity awards (other than to newly hired employees, who will generally receive Inducement Awards to the extent eligible) at our historic rates for approximately two years, but the actual duration of the share pool may vary based on changes in participation, the company’s stock price and market practice.

We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. The Current Plan will expire on May 14, 2028. If the Amended Plan is not approved by our stockholders, the Contingent Option Awards will automatically terminate and we will not be able to make equity incentive awards to meet our retention needs in a highly competitive market, which could have an adverse impact on our business. Further, if the Amended Plan is not approved, we could be forced to increase cash compensation, which will reduce the resources we are able to allocate to meeting our business needs and objectives. Therefore, the approval of the Amended Plan is vital to our future success.

If this proposal is approved by our stockholders, we intend to register the additional shares reserved for issuance under the Amended Plan by filing a Registration Statement on Form S-8 as soon as practicable following such approval.

Our board of directors believes approval of the Amended Plan is in the best interests of Curis and its stockholders and recommends a vote “FOR” the approval of the Amended Plan.

Following below is a discussion of:

•Highlights of the Amended Plan;

•Reasons Why Stockholders Should Approve the Amended Plan;

•Information Regarding Overhang and Dilution; and

•Description of the Amended Plan.

Highlights of the Amended Plan

The Amended Plan includes several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices. These features are highlighted below and are more fully described in the summary of the Amended Plan further below in this proposal as well as in the copy of the Amended Plan in Appendix A to this proxy statement.

No Evergreen. The Amended Plan does not include an “evergreen” or other provision that automatically increases the number of shares available for grant under the plan and therefore any increase to the maximum share reserve in the Amended

Plan is subject to approval by our stockholders, allowing our stockholders to have a say in our equity compensation programs.

Fungible Share Pool. Full-value awards count against the shares available for grant under the Amended Plan as 1.3 shares for each share of our common stock subject to the award.

Clawback Policy. In accepting an Award under the Amended Plan, a participant agrees to be bound by any clawback policy that we have in effect or may adopt in the future.

Minimum Vesting Provisions. The Amended Plan requires that all awards granted on or after May 15, 2018 have a minimum vesting period of at least one year, unless the award is granted in lieu of salary, bonus or other compensation earned by a participant, and, provided, that up to 5% of the maximum number of authorized shares available for issuance under the Amended Plan may be granted without regard to the minimum vesting limitations.

No Liberal Share Recycling. The Amended Plan prohibits the re-granting of shares withheld or delivered to satisfy the exercise price of an award or to satisfy tax withholding obligations and shares repurchased on the open market using proceeds from the exercise of an award.

Per-Participant Limit. The Amended Plan provides a plan participant limit of 500,000 shares per calendar year.

No Repricing of Awards. The Amended Plan prohibits the direct or indirect repricing of stock options or stock appreciation rights (“SARs”) without stockholder approval.

No Discounted Stock Options or SARs. All stock options and SARs must have an exercise or measurement price that is at least equal to the fair market value of the underlying common stock on the date of grant.

No Dividend Equivalents on Stock Options or SARs. No stock options or SARs granted under the Amended Plan may provide for the payment or accrual of dividend equivalents.

Dividends and Dividend Equivalents on Restricted Stock, Restricted Stock Units and Other-Stock Based Awards Not Paid Until Award Vests. Any dividends or dividend equivalents paid with respect to restricted stock, restricted stock units (“RSUs”) or other stock-based awards will be subject to the same restrictions on transfer and forfeitability as the award with respect to which they are paid.

Limit on Non-Employee Director Compensation. The maximum value (calculated based on grant date fair value for financial reporting purposes) of shares of common stock subject to awards granted in any calendar year to any individual non-employee director, together with the amount of any cash compensation paid to such individual non-employee director in such calendar year may not exceed $500,000 in the aggregate.

Material Amendments Require Stockholder Approval. Stockholder approval is required prior to an amendment of the Amended Plan that would (i) materially increase the number of shares authorized (other than as provided under the Amended Plan with respect to certain corporate events or substitute awards), (ii) expand the types of awards that may be granted or (iii) materially expand the class of participants eligible to participate.

Term of the Amended Plan. The Amended Plan provides for a term that expires on May 14, 2028.

Reasons Why Stockholders Should Approve the Amended Plan

Incentivizes, Retains and Motivates Talent. It is critical to our success that we incentivize, retain and motivate the best talent in what is a competitive labor market. Our equity-based compensation program has always been and will continue to be a key component in our ability to pay market-competitive compensation to our employees.

Aligns with Our Pay-for-Performance Compensation Philosophy. We believe that equity-based compensation is inherently performance-based. As the value of our stock appreciates, our employees receive greater compensation at the same time that our stockholders are receiving a greater return on their investment. Conversely, if the stock price does not appreciate following the grant of an equity award, then our employees would not receive any compensation in respect of stock options and would receive lower compensation than intended in respect of restricted stock.

Aligns Employee and Director Interests with Stockholder Interests. Providing our employees and non-employee directors with compensation in the form of equity directly aligns the interests of those employees and non-employee directors with the interests of our stockholders. If the Amended Plan is approved by our stockholders, we will be able to continue granting equity-based incentives that foster this alignment between our employees and non-employee directors and our stockholders.

Consistent with Stockholder Interests and Sound Corporate Governance. As described under the heading “Highlights of the Amended Plan” and more thoroughly below, the Amended Plan was purposefully designed to include features that are consistent with the interests of our stockholders and sound corporate governance practices.

2024 Contingent Option Awards

On January 19, 2024, in connection with our annual compensation review, our compensation committee approved the grant of stock options to certain of our executive officers. In addition, on January 20, 2024, our board of directors approved the grant of stock options to each of our directors. These stock option grants, referred to as the Contingent Option Awards, were approved subject to and contingent upon approval by our stockholders of the Amended Plan. The Contingent Option Awards granted to our executive officers are intended to create further incentives for our executive officers to increase stockholder value over time through stock price growth, thereby aligning our executives’ interests with those of our stockholders. The Contingent Option Awards granted to our directors were granted as additional compensation for service on the board of directors. If the stockholders do not approve the Amended Plan, the Contingent Option Awards will be automatically cancelled and will have no further force or effect. Except as set forth in the table below, no officers or employees have received Contingent Option Awards. The Contingent Option Awards are summarized below:


Name						Number of Shares Underlying January 2024 Contingent Option Awards (1)
James E. Dentzer President and Chief Executive Officer						100,000
Jonathan Zung, Ph.D. Chief Development Officer						40,700
Diantha Duvall Chief Financial Officer						39,000
Total Contingent Option Awards to Executive Officers						179,700

Martyn D. Greenacre Chairman of the Board of Directors						4,250
Anne E. Borgman Director						4,250
John A. Hohneker Director						4,250
Kenneth I. Kaitin Director						4,250
Marc Rubin Director						4,250
Total Contingent Option Awards to Non-Employee Directors						21,250

Information Regarding Overhang and Dilution

In developing our share request for the Amended Plan and analyzing the impact of utilizing equity as a means of compensation on our stockholders, we considered both our “overhang” and our “burn rate.”

Overhang is a measure of potential dilution, which we define as the sum of (i) the total number of shares underlying all equity awards outstanding and (ii) the total number of shares available for the grant of future awards, divided by the sum of (a) the total number of shares underlying all equity awards outstanding, (b) the total number of shares available for the grant of future awards and (c) the number of shares of common stock outstanding for the respective reporting period. As of March 25, 2024, there were 1,112,388 shares underlying all stock options outstanding, 14,902 shares available under the Current Plan for future awards (not taking into account the Contingent Option Awards), and 5,894,085 shares of common stock outstanding. Accordingly, our overhang at March 25, 2024 was 16%. If the 942,100 shares proposed to be authorized for grant under the Amended Plan (including the shares subject to the Contingent Option Awards) are included in the calculation, our overhang on March 25, 2024 would have been 28%.

Burn rate provides a measure of the potential dilutive impact of our equity award program, which we calculate by dividing the number of shares subject to equity awards granted during the year by the basic weighted average number of shares outstanding. Set forth below is a table that reflects our burn rate for the 2023, 2022 and 2021 calendar years, as well as an average over those years.


Calendar Year	Awards Granted (#)	Basic Weighted Average Number of Shares of Common Stock Outstanding (#)	Gross Burn Rate (1)
2023	358,430	5,293,294	7%
2022	205,690	4,669,626	4%
2021	64,292	4,578,458	1%
Three-Year Average	209,471	4,847,126	4%

(1) We define “gross burn rate” as the number of equity awards granted in the year divided by the basic weighted average number of shares of common stock outstanding.

Equity Compensation Plan Information

For more information on our equity compensation plans, please see the section titled “Executive and Director Compensation—Securities Authorized for Issuance Under Equity Compensation Plans” contained elsewhere in this proxy statement.

Description of the Amended Plan

The following is a brief summary of the Amended Plan, a copy of which is attached as Appendix A to this proxy statement. Please note that the following summary describes the Amended Plan, as opposed to the Current Plan. References to the board of directors in this summary shall include the compensation committee or any officers of the company to the extent that our board of directors has delegated its powers or authority under the Amended Plan to such committee or officer, in accordance with the Amended Plan.

For purposes of this proposal and except where the context otherwise requires, the term “company” and similar terms shall include any of the company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended (referred to as the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the company has a controlling interest, as determined by the board of directors.

Types of Awards; Shares Available for Awards; Sublimits; Share Counting Rules

The Amended Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, SARs, restricted stock, RSUs, other stock-based awards, cash awards, and performance awards as described below, which we refer to, collectively, as Awards.

Subject to adjustment in the event of stock splits, stock dividends and other similar events, Awards may be made under the Amended Plan (any or all of which Awards may be in the form of incentive stock options) for up to 2,101,600 shares of common stock, $0.01 par value per share, of the company. Shares of common stock issued under the Amended Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

The Amended Plan provides that, subject to adjustment in the event of stock splits, stock dividends and other similar events, the maximum number of shares of common stock with respect to which Awards may be granted to any participant shall be 500,000 per calendar year. For purposes of this limit, (i) the combination of an option in tandem with an SAR shall be treated as a single Award and (ii) each share of common stock subject to an Award (including each share of common stock subject to a full-value Award shall be treated as one share of common stock.

The Amended Plan further provides that the maximum aggregate amount of cash and value of Awards (calculated based on grant date fair value for financial reporting purposes) granted to any individual non-employee director in any calendar year may not exceed $500,000.

The Amended Plan uses a “fungible share” concept under which, for each share of our common stock subject to Awards granted as options and SARs, one share of our common is removed from the available share pool, while, for each share of our common stock subject to Awards granted as restricted stock, RSUs, or other stock-based awards or performance awards where the per share purchase price for the Award is less than 100% of the fair market value of our common stock on the date of grant of the Award, 1.3 shares of our common stock are removed from the available share pool. Shares of our common stock covered by Awards granted under the Amended Plan that are returned to the Amended Plan as described in the following paragraphs and that become available for issuance pursuant to a new Award will be credited back to the pool at the same rates described above.

For purposes of counting the number of shares available for the grant of awards under the Amended Plan, all shares of common stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Amended Plan. However, SARs that may be settled only in cash will not be so counted. In addition, if we grant a SAR in tandem with a stock option for the same number of shares of our common stock and provide that only one such Award may be exercised, referred to as a tandem SAR, only the shares covered by the stock option, and not the shares covered by the tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Amended Plan.

Shares covered by Awards under the Amended Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part (including as the result of shares subject to such Award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or that result in any shares not being issued (including as a result of an Award being settled in cash rather than stock) will again be available for the grant of Awards under the Amended Plan (subject, in the case of incentive stock options, to any limitations under the Code). In the case of the exercise of a SAR, the number of shares counted against the shares available for the grant of Awards under the Amended Plan will be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle the SAR upon exercise, and the shares covered by a tandem SAR will not again become available for grant upon the expiration or termination of the tandem SAR.

Shares of common stock that are delivered (by actual delivery, attestation, or net exercise) to us by a participant to purchase shares of common stock upon exercise of an Award or to satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) will not be added back to the number of shares available for the future

grant of Awards under the Amended Plan. Shares repurchased by us on the open market using proceeds from the exercise of an Award will not increase the number of shares available for future grant of Awards under the Amended Plan.

In connection with a merger or consolidation of an entity with us or our acquisition of property or stock of an entity, our board of directors may grant Awards under the Amended Plan in substitution for any stock options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as our board of directors determines appropriate in the circumstances, notwithstanding any limitation on Awards contained in the Amended Plan. No such substitute Awards shall count against the overall share limit contained in the Amended Plan, except as required by reason of Section 422 and related provisions of the Code.

Descriptions of Awards

Stock Options. A participant who is awarded a stock option receives the right to purchase a specified number of shares of common stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the award agreement. A stock option that is not intended to be an “incentive stock option” is a “nonstatutory stock option.” Stock options may not be granted at an exercise price that is less than 100% of the fair market value of our common stock on the date of grant. If our board of directors approves the grant of a stock option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of our common stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to participants who hold more than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries. Under the terms of the Amended Plan, stock options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to participants who hold greater than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries).

The Amended Plan permits participants to pay the exercise price of stock options using one or more of the following manners of payment: (i) payment by cash or by check, (ii) except as may otherwise be provided in the applicable award agreement or approved by our board of directors, by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to us sufficient funds to pay the exercise price and any required tax withholding or delivery by the participant to us of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to us cash or a check sufficient to pay the exercise price and any required tax withholding, (iii) to the extent provided in the applicable award agreement or approved by our board of directors, and subject to certain conditions, by delivery to us (either by actual delivery or attestation) of shares of common stock owned by the participant valued at their fair market value, (iv) to the extent provided in an applicable nonstatutory stock option award agreement or approved by our board of directors, by delivery of a notice of “net exercise” as a result of which we will retain a number of shares of common stock otherwise issuable pursuant to the stock option equal to the aggregate exercise price for the portion of the stock option being exercised divided by the fair market value of our common stock on the date of exercise, (v) to the extent permitted by applicable law and provided for in the applicable award agreement or approved by our board of directors, by any other lawful means, or (vi) by any combination of these forms of payment. No stock options granted under the Amended Plan may provide for the payment or accrual of dividend equivalents.

Stock Appreciation Rights. A participant who is awarded a SAR receives, upon exercise, a number of shares of our common stock, or cash (or a combination of shares of our common stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of our common stock over the measurement price. The Amended Plan provides that the measurement price of a SAR may not be less than 100% of the fair market value of our common stock on the date the SAR is granted (provided, however, that if our board of directors approves the grant of a SAR effective as of a future date, the measurement price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years. No SARs granted under the Amended Plan may provide for the payment or accrual of dividend equivalents. SARs may be granted independently or in tandem with an option.

Limitation on Repricing of Stock Options or SARs. Unless such action is approved by our stockholders or otherwise permitted under the terms of the Amended Plan in connection with certain changes in capitalization and reorganization events, we may not (i) amend any outstanding stock option or SAR granted under the Amended Plan to provide an exercise price or measurement price per share that is lower than the then-current exercise price or measurement price per share of such outstanding stock option or SAR, (ii) cancel any outstanding stock option or SAR (whether or not granted under the Amended Plan) and grant in substitution therefor new Awards under the Amended Plan (other than certain substitute Awards issued in connection with a merger or consolidation of an entity with us or an acquisition by us, described above) covering the same or a different number of shares of our common stock and having an exercise price or measurement price per share lower than the then-current exercise price or measurement price per share of the cancelled stock option or SAR, (iii) cancel in exchange for a cash payment any outstanding stock option or SAR with an exercise price or measurement price per share above the then-current fair market value of our common stock, or (iv) take any other action under the Amended Plan that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market.

Restricted Stock Awards. A participant who is granted a restricted stock award is entitled to acquire shares of our common stock, subject to our right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost), in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by us with respect to shares of restricted stock will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. No interest will be paid on unvested dividends.

Restricted Stock Unit Awards. A participant who is granted an RSU is entitled to receive shares of our common stock, or cash equal to the fair market value of such shares or a combination thereof, in the event that the conditions specified in the applicable award are satisfied, with such shares to be delivered at the time such award vests. Our board of directors may provide that settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant, in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. An RSU award agreement may provide the applicable participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of our common stock. Any such dividend equivalents may be settled in cash and/or shares of our common stock and must be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded. No interest will be paid on dividend equivalents.

Other Awards. Under the Amended Plan, our board of directors may grant other Awards of shares of our common stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of our common stock or other property, having such terms and conditions as our board of directors may determine. We refer to these types of Awards as other stock-based awards. Our board of directors may also grant performance or cash-based awards. Other stock-based awards may be available as a form of payment in settlement of other awards granted under the Amended Plan or as payment in lieu of compensation to which a participant is otherwise entitled. Other stock-based awards may be paid in shares of our common stock or in cash, as our board of directors may determine. The award agreement of an other stock-based award may provide the participant who receives such award with the right to receive dividend equivalents. Dividend equivalents may be settled in cash and/or shares of our common stock and must be subject to the same restrictions on transfer and forfeitability as the other stock-based award with respect to which they are awarded.

Performance Conditions. Awards of restricted stock, RSUs and other stock-based awards under the Amended Plan may be made subject to the achievement of performance goals. Performance awards can also provide for cash payments of up to $1,000,000 per calendar year per participant. The performance criteria for each Award will be based on:

•the entry into an arrangement or agreement with a third party for the development, commercialization, marketing or distribution of products, services or technologies, or for conducting a research program to discover and develop a

product, service or technology, and/or the achievement of milestones under such arrangement or agreement, including events that trigger an obligation or payment right;

SEC Form DEF 14A filed by Curis Inc.