Curis, Inc. (NASDAQ:CRIS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
(c)
Appointment of Mr. Steinkrauss as Chief Financial Officer
On September 10, 2019, the Board of Directors (the Board) of Curis, Inc. (the Company) appointed William E. Steinkrauss to the position of chief financial officer of the Company. In addition, Mr. Steinkrauss will continue to serve as treasurer and assistant secretary. Mr. Steinkrauss, age 34, has served as the Companys vice president, treasurer and assistant secretary since January 2019, and prior to that served as the Companys corporate controller, senior director of finance and assistant treasurer from August 2016 until January 2019. Mr. Steinkrauss previously served as director of technical accounting and reporting of Ovascience, Inc., a biotechnology company focused on infertility, from June 2015 to August 2016. Prior to that, he was senior manager of technical accounting at Cubist Pharmaceuticals, Inc., a biopharmaceutical company, from November 2012 to May 2015. Prior to joining Cubist Pharmaceuticals, Inc., Mr. Steinkrauss worked within the transaction services and assurance practices at PricewaterhouseCoopers, LLP. Mr. Steinkrauss holds a B.S. in accounting and finance and a M.S. in accounting from Boston College. Mr. Steinkrauss is a certified public accountant.
On September 10, 2019, the Compensation Committee of the Board granted Mr. Steinkrauss an incentive stock option award to purchase 125,000 shares of the Companys Common Stock with an exercise price equal to $1.96 per share, which was the closing price of the Companys Common Stock, as reported by the Nasdaq Stock Market, on the date of grant. The option will vest as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the option at the end of each successive three-month period thereafter, subject to Mr. Steinkrausss continued service with the Company.
On September 11, 2019, the Company entered into an employment agreement with Mr. Steinkrauss. Mr. Steinkrausss current base salary, which is subject to annual review by the Board and/or the Compensation Committee, was set at $305,000 per annum. Mr. Steinkrausss agreement also provides for three weeks paid vacation 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. Mr. Steinkrauss is entitled to participate in the Companys 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. Mr. Steinkrauss is also entitled to receive severance benefits under the agreement in the event of his termination by the Company without cause (after 30 days notice by the Company) or by Mr. Steinkrauss for good reason (as defined in the agreement) comprised of (i) nine months pay at his then-current base salary, (ii) a portion of the same years target bonus, pro-rated to reflect the portion of the year elapsed, and (iii) COBRA premium benefits for up to nine months. In the event of termination without cause