Cue Biopharma, Inc. 8-K

What Happened
Cue Biopharma, Inc. (CUE) filed an 8‑K reporting that President & CEO Usman Azam resigned effective March 26, 2026, and the Board appointed Lucinda Warren (current Chief Financial and Business Officer) as Interim President and Chief Executive Officer effective March 27, 2026. Dr. Azam will not stand for election to the Board at the April 13, 2026 annual meeting.

Key Details

• Interim CEO appointment: Lucinda Warren will continue as Chief Financial and Business Officer while serving as Interim CEO effective March 27, 2026. Warren joined Cue as CFO in February 2026 and previously served as Chief Business Officer (Sept 2024–Feb 2026); she has 30+ years in pharma/biotech (including Johnson & Johnson).
• Warren pay and incentives:
  • Annual base salary: $525,000.
  • Monthly interim supplement: $10,000/month from the Effective Date until the earlier of (i) 12 months or (ii) when a new CEO starts; if interim ends early, remaining supplements through the 12‑month mark are paid in a lump sum.
  • Annual discretionary bonus target: up to 45% of base salary.
  • Equity: upon achievement of a specified financing milestone, grant of a stock option equal to ~1.0% of outstanding shares (subject to plan/vesting and a non‑compete/non‑solicit requirement).
  • Severance: if terminated without Cause or she resigns for Good Reason (and signs releases), lump sum equal to 9 months base salary plus prorated target bonus; company-paid COBRA premiums for up to 3 months (subject to earlier events).
• Azam separation terms:
  • Resignation effective March 26, 2026; separation agreement dated March 23, 2026.
  • Severance: $232,500 lump sum (less taxes), representing 3 months base pay plus 25% of his target 2026 bonus, payable after required releases and a 60‑day period.
  • COBRA: company will pay full premiums for up to 12 months (subject to earlier re‑employment or COBRA limits).
  • Agreement includes release of claims and non‑disclosure, non‑competition and non‑solicit provisions.

Why It Matters
This 8‑K documents a leadership transition at Cue Biopharma that could affect strategic direction and investor expectations. Key facts investors should note are the timing of the CEO change, the interim nature of Warren’s appointment, her compensation package (base salary, interim supplement, sizable bonus target, and a potential ~1% equity award tied to a financing milestone), and the severance costs tied to both the outgoing and interim CEO. These changes may influence near‑term corporate governance, cash compensation run‑rate, and dilution if the financing milestone triggers the option grant.