| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
President and Chief Executive Officer Appointment and Resignation
On March 26, 2026, the Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company”) appointed Lucinda Warren, the Chief Financial and Business Officer of the Company, as Interim President and Chief Executive Officer, effective as of March 27, 2026 (the “Effective Date”). Ms. Warren will also continue to serve as the Chief Financial and Business Officer.
Ms. Warren will succeed Usman Azam whose resignation as President and Chief Executive Officer and as a member of the Board was effective as of March 26, 2026 (the “Separation Date”). As a result, Dr. Azam will no longer stand for election as a director at the Company’s 2026 Annual Meeting of Stockholders, to be held on April 13, 2026.
Employment Agreement with Ms. Warren
Ms. Warren, age 57, has served as the Company’s Chief Financial and Business Officer since February 2026 and previously served as the Company’s Chief Business Officer from September 2024 until February 2026. She has over 30 years of global experience in the pharmaceutical and biotechnology sectors. Prior to joining the Company, Ms. Warren was at Johnson & Johnson, a healthcare products company, from 1999 to 2024, where she held roles of increasing responsibility in end-to-end business development, including licensing, mergers and acquisitions, and alliance management, most recently as vice president of business development for Neuroscience and Japan Regionally. Ms. Warren previously held significant roles at Janssen Cilag Australia and Janssen Biologics, where she led business units and managed global transitions. She currently serves as chairman of the board of International School Services. Ms. Warren holds a B.S. in biological sciences with a minor in neurology from the University of Alberta.
In connection with her appointment, on March 26, 2026, Ms. Warren entered into an amended and restated executive employment agreement with the Company (the “Warren Employment Agreement”). Pursuant to the Warren Employment Agreement, Ms. Warren will be paid an annual base salary of $525,000. In addition, beginning on the Effective Date and continuing until the earlier of (i) the 12-month anniversary of the Effective Date (the “12-Month Anniversary”) and (ii) the date on which a new president and chief executive officer commences employment with the Company (on which date Ms. Warren will cease to serve as Interim President and Chief Executive Officer) (the “Interim End Date”), Ms. Warren shall receive a supplemental payment of $10,000 per month, less all applicable taxes and withholdings (the “Monthly Supplements”); provided, however, that if the Interim End Date occurs prior to the 12-Month Anniversary, Ms. Warren will receive, in one lump sum, the Monthly Supplements she would have received between the Interim End Date and the 12-Month Anniversary had the Monthly Supplements continued until the 12-Month Anniversary. Following the end of each calendar year, Ms. Warren will be eligible to receive a discretionary incentive bonus with a target of up to 45% of her base salary based upon the Compensation Committee of the Board’s assessment of her performance and the Company’s performance. Pursuant to the Warren Employment Agreement, upon the Company’s achievement of a specified financing milestone, the Company will grant to Ms. Warren a stock option under the Company’s 2025 Stock Incentive Plan to purchase such number of shares of the Company’s common stock as is equal to approximately 1.0% of the outstanding shares of the Company, assuming conversion or exercise of all then-outstanding convertible securities and any unissued pool under the Company’s stock incentive plans, as of the date of grant (the “Warren Option”). Pursuant to the Warren Employment Agreement, Ms. Warren’s eligibility for the increased base salary and target discretionary incentive bonus and the Warren Option are subject to her execution of a non-competition and non-solicitation agreement.
