Cue Biopharma, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated March 23, 2026, reports a significant change in executive leadership for Cue Biopharma, Inc. (CUE). The filing details the resignation of the President and Chief Executive Officer (CEO) and the appointment of an interim successor effective March 27, 2026.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and separation terms.
Material Changes
- Executive Departure: Usman Azam resigned as President, CEO, and Board member effective March 26, 2026.
- Executive Appointment: Lucinda Warren, previously the Chief Financial and Business Officer, was appointed Interim President and CEO effective March 27, 2026.
- Board Composition: Dr. Azam will not stand for re-election at the 2026 Annual Meeting of Stockholders scheduled for April 13, 2026.
Compensation, Outlook, and Risks
Interim CEO Compensation (Lucinda Warren):
- Base Salary: $525,000 annually.
- Interim Supplement: $10,000 per month until the earlier of the 12-month anniversary of the appointment or the hiring of a permanent CEO. If the interim role ends early, the remaining supplements are paid as a lump sum.
- Bonus: Discretionary target of up to 45% of base salary.
- Equity: Eligible for a stock option representing approximately 1.0% of outstanding shares upon achievement of a specified financing milestone.
- Severance: In the event of termination without Cause or for Good Reason, Ms. Warren is entitled to 9 months of base salary plus a prorated target bonus, and up to 3 months of health premium coverage.
Outgoing CEO Separation (Usman Azam):
- Severance: Lump sum payment of $232,500 (representing 3 months of base salary plus 25% of the 2026 target bonus), payable after a 60-day release period.
- Benefits: Company will pay full COBRA health premiums for up to 12 months or until new comparable coverage is obtained.
- Restrictions: Subject to non-competition, non-solicitation, and non-disclosure obligations.
Risks and Contingencies: The company's ability to grant the equity incentive to Ms. Warren is contingent upon achieving a specified financing milestone. The filing notes that the complete employment and separation agreements will be filed as exhibits to the Form 10-Q for the quarter ended March 31, 2026.
Investor Verification Checklist
- Verify the specific "financing milestone" required for Ms. Warren's 1.0% stock option grant.
- Confirm the timeline for the search and appointment of a permanent CEO to determine the duration of the interim supplement payments.
- Review the upcoming Form 10-Q for the full text of the employment and separation agreements.
- Monitor the April 13, 2026, Annual Meeting of Stockholders for the finalization of the Board composition.