UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934 (Amendment
(Amendment No. )
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Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only |
Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material |
CUE BIOPHARMA, INC.
Cue Biopharma, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
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Preliminary Copy - Subject
CUE BIOPHARMA, INC.
40 Guest Street
Boston, Massachusetts 02135
April 29, 2022
To our Stockholders:
We are pleased to Completion
21 Erie Street
Cambridge, MA 02139
May 29, 2020
Dear Stockholder:
You are cordially invitedinvite you to attend the annual meeting of stockholders of Cue Biopharma, Inc. to be held at 11:00 a.m., Eastern Time,or the Annual Meeting, on Thursday, JulyJune 9, 2020. Due to concerns about2022 at 9:00 a.m. Eastern Time. We have adopted a virtual format for theCOVID-19 pandemic and the related protocols implemented by federal, state and local governments, this year’s annual meeting Annual Meeting. The Annual Meeting will be heldconducted exclusively via the internetInternet, and there will not be a physical meeting location. You may attend the Annual Meeting online at www.proxydocs.com/CUE, where you will be a completely virtual meeting. You may attendable to vote your shares electronically during the meeting and submit questions during the annual meeting onmeeting. In order to attend the internet afterAnnual Meeting online, you must register in advance at www.proxydocs.com/CUE.CUE prior to June 8, 2022 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting, permit you to submit questions and allow you to examine during the Annual Meeting the list of stockholders entitled to vote at the Annual Meeting. Please follow the instructions found on your Notice Regarding the Availability of Proxy Materials, Proxy Card and/or Voting Instruction Card and subsequent instructions that will be delivered to you via email.
The Notice of 2022 Annual Meeting of Stockholders and the Proxy Statement contain details of the business to be conducted at the Annual Meeting, including the nominees for election as directors. Only stockholders of record at the close of business on April 12, 2022 will be entitled to notice of, and to vote at, the Annual Meeting.
Your vote is important. Regardless of whether you plan to attend the Annual Meeting online, we hope that you will vote as soon as possible. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Proxy Card or Voting Instruction Card. Voting over the internet or by telephone, written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend the meeting online.
Thank you for your ongoing support of, and continued interest in, Cue Biopharma.
Very truly yours,
/s/ Daniel R. Passeri
Daniel R. Passeri
Chief Executive Officer
CUE BIOPHARMA, INC.
40 Guest Street, Boston
Massachusetts 02135
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, June 9, 2022
Dear Stockholder:
You are cordially invited to the 2022 Annual Meeting of Stockholders, or the Annual Meeting, of Cue Biopharma, Inc. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.proxydocs.com/CUE on Thursday, June 9, 2022 at 9:00 a.m. Eastern Time. The stockholders will consider and vote on the following matters:
1. | The election of seven nominees to the Board of Directors; |
2. | The ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
3. | The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
You may attend the Annual Meeting online at www.proxydocs.com/CUE, where you will be able to submit questions during the meeting. Prior to the meeting, and during the meeting until polls are closed, you may vote by logging into www.proxypush.com/CUE using your shareholderstockholder information provided on the Notice of Internet Availability of Proxy Materials described below.
We are using Stockholders will not be able to attend the “Notice and Access” method of providing proxy materialsAnnual Meeting in person. In order to attend the Annual Meeting online, you must register in advance at www.proxydocs.com/CUE prior to June 8, 2022 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email. Please follow the internet. We believe that this process should provide you with a convenient and quick way to accessinstructions found on your proxy materials and vote your shares, while allowing us to conserve natural resources and reduceNotice Regarding the costs of printing and distributing the proxy materials. On or about May 29, 2020, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, (the “Notice”) containingProxy Card and/or Voting Instruction Card and subsequent instructions on howthat will be delivered to access our proxy statement and vote electronicallyyou via the internet or by telephone. The Notice also contains instructions on how to receive a paper copy of your proxy materials.
email. We look forward to your participation in the annual meeting by attending virtually or by submitting your proxy. Further details regarding the matters to be acted upon at this meeting appear in the Notice and the accompanying Proxy Statement. Please give this material your careful attention.
Very truly yours,
/s/ Daniel R. Passeri
Daniel R. Passeri
Chief Executive Officer, President and Director
CUE BIOPHARMA, INC.
21 Erie Street
Cambridge, MA 02139
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
to be held on July 9, 2020
To the Stockholders of Cue Biopharma, Inc.:
NOTICE IS HEREBY GIVENbelieve that the 2020 Annual Meeting of Stockholders of Cue Biopharma, Inc., a Delaware corporation, will take place at 11:00 a.m., Eastern Time, on Thursday, July 9, 2020. The annual meeting will behosting a virtual meeting held onwill enable greater stockholder attendance and participation from any location around the internet at www.proxydocs.com/CUE for the following purposes:world.
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In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our 2019 Annual Report to Stockholders via the internet. On or about May 29, 2020, we mailed to stockholders as of the record date a notice (the “Notice”) with instructions on how to access our annual meeting materials and submit your voting instructions via the internet, by mail or telephone.
Only stockholders of record at the close of business on May 18, 2020, the record date fixed by the Board of Directors, areApril 12, 2022 will be entitled to notice of and to vote atelectronically during the annual meeting andAnnual Meeting or any adjournment or postponement thereof. SuchWe have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our Annual Meeting.
We encourage all stockholders mayto attend the Annual Meeting online. However, whether or not you plan to attend the Annual Meeting online, we encourage you to read the Proxy Statement and submit their votes on the internet at www.proxypush.com/CUEyour proxy or by phone by followingvoting instructions as soon as possible. Please review the instructions providedon each of your voting options described in the Notice orProxy Statement.
By the proxy card included with a paper copy of the proxy statement.
By Order of the Board of Directors,
/s/ Colin Sandercock
Colin Sandercock
Senior Vice President, General Counsel and Secretary
Cambridge,Boston, Massachusetts
MayApril 29, 20202022
Important Notice Regarding Internet Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on June 9, 2022: This Proxy Statement, our 2021 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and a proxy card are available at www.proxydocs.com/CUE. These documents are also available to any stockholder who wishes to receive a paper copy by calling (866) 648-8133, visiting www.investorelections.com/CUE or emailing paper@investorelections.com.
PROXY STATEMENT
i
CUE BIOPHARMA, INC.
21 Erie40 Guest Street, Boston
Cambridge, MA 02139Massachusetts 02135
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company,” “Cue Biopharma,” “we,” “us” or “our”) is providing these materials to you in connection with Cue Biopharma’sTo Be Held on Thursday, June 9, 2022
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement contains information about our 2022 annual meeting of stockholders, (the “Annual Meeting”).or the Annual Meeting. The meeting will be held on Thursday, June 9, 2022 at 9:00 a.m. Eastern Time. The Annual Meeting will take place on 11:00 a.m., Eastern Time, on Thursday, July 9,be held exclusively via the Internet in a virtual meeting format at www.proxydocs.com/CUE. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Except where the context otherwise requires, references to “Cue Biopharma,” “the Company,” “we,” “us,” “our” and similar terms refer to Cue Biopharma, Inc. and its consolidated subsidiaries. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this Proxy Statement.
This Proxy Statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting and at any adjournment of that meeting. All proxies will be heldvoted in accordance with the instructions they contain. If you do not specify your voting instructions on your proxy, it will be voted in accordance with the internet at [WEBSITE]. Thisrecommendations of our board of directors. We are making this Proxy Statement, the related proxy statementcard and the form of proxy are being made available, and the Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed,our annual report to stockholders for the fiscal year ended December 31, 2021, or our 2021 Annual Report, available to stockholders for the first time on or about MayApril 29, 2020.2022.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Secretary, Cue Biopharma, Inc., 40 Guest Street, Boston, Massachusetts 02135, by calling (866) 648-8133, by emailing paper@investorelections.com or by submitting a request over the Internet at www.investorelections.com/CUE. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are also available on the SEC’s website at www.sec.gov.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Q. Why amdo I receivinghave access to these materials?
YouA. We have receivedmade these proxy materials available to you because the Boardour board of directors is soliciting your proxy to vote your shares at the Annual Meeting.Meeting to be held on Thursday, June 9, 2022 at 9:00 a.m. Eastern Time, including at any adjournments or postponements of the meeting. As a holder of record of common stock as of the close of business on April 12, 2022, you are invited to attend the Annual Meeting online and are requested to vote on the items of business described in this Proxy Statement. This proxy statementProxy Statement includes information that we are required to provide to you under Securitiesthe rules adopted by the SEC and Exchange Commission (“SEC”) rules andthat is designed to assist you in voting your shares.
Pursuant toQ. Why did I receive a notice in the “notice and access”mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
A. In accordance with SEC rules, adopted by the SEC, we have elected to provide stockholders access to our proxy materials, including this Proxy Statement and our 2021 Annual Report, over the internet.Internet. Accordingly, we have sent a Notice Regarding the Availability of Proxy Materials, or the Notice, to all of our stockholders asof record entitled to vote at the Annual Meeting with instructions for accessing the proxy materials and voting over the Internet or by telephone prior to the Annual Meeting. We will mail the Notice on or about April 29, 2022 to all stockholders entitled to vote at the Annual Meeting.
All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials by visiting the website referred to in the Notice, www.proxydocs.com/CUE. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice also contains instructions to request to receive a printed set of the record date. proxy materials. You may request the proxy materials over the Internet at www.investorelections.com/CUE, by emailing paper@investorelections.com, or by calling (866) 648-8133.
The Notice includes instructionsalso identifies the date and time of, and web address for, the Annual Meeting; the matters to be acted upon at the meeting and our board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of the Proxy Statement, our 2021 Annual Report, and a proxy card relating to the Annual Meeting; and information on how to access ourand vote the proxy materials overcard.
Q. Can I vote my shares by filling out and returning the internet and how to request a printed copy of these materials. In addition, by followingNotice?
A. No. The Notice identifies the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
What is a proxy?
The Board is asking for your proxy. This means you authorize persons selected by us to vote your shares at the Annual Meeting in the way that you instruct. We have designated two of our executive officers to serve as proxy holders for the Annual Meeting. All shares represented by valid proxies received before the Annual Meeting will be voted in accordance with the stockholder’s specific voting instructions.
What is included in these materials?
These materials include:
this proxy statement for the Annual Meeting; and
a proxy card for the Annual Meeting; and
the 2019 Annual Report to Stockholders, which includes our Annual Report on Form10-K for the year ended December 31, 2019.
What items will be voted on at the Annual Meeting?
There are three proposals scheduled to be voted on at the Annual Meeting:
Meeting, but you cannot vote by marking the election ofNotice and returning it. The Notice provides instructions on how to vote over the nomineesInternet or by telephone, by requesting and returning a printed proxy card, or how to the Board nominated by our Board;
the approval of an amendmentregister to our Certificate of Incorporation increasing the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares; and
the ratification of the Audit Committee’s appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2020
The Board is not aware of any other matters to be brought beforevote online during the Annual Meeting.
Q. What does it mean if I receive more than one Notice?
A. If other mattersyou receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are properly raised atvoted.
Q. What is the meeting,purpose of the proxy holders mayAnnual Meeting?
A. At the Annual Meeting, stockholders will consider and vote any shares represented by proxy in their discretion.
What areon the Board’s voting recommendations?
The Board recommends that you vote your shares:following matters:
(1) | The election of seven directors, Frederick Driscoll, Aaron Fletcher, Cameron Gray, Tamar Howson, Peter A. Kiener, Frank Morich, and Daniel Passeri, for a one-year term expiring at the 2023 annual meeting of stockholders and until their respective successors have duly been elected and qualified (Proposal 1). |
FOR the nominees to the Board;
(2) | The ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2). |
(3) | The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
FORthe approval of the amendment to our Certificate of Incorporation increasing the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares; and
FOR the ratification of the Audit Committee’s appointment of RSM as our independent registered public accounting firm for 2020.
Q. Why is the Annual Meeting being held inof stockholders a virtual-only format?virtual, online meeting?
A. The Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate from any location around the world. Our preference isvirtual meeting will be governed by our Rules of Conduct and Procedures which will be posted during the meeting at www.proxydocs.com/CUE. We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have heldat anin-person annual meeting, of stockholders. However, dueincluding the right to public health concerns resulting fromvote and ask questions through the novel coronavirus(COVID-19), andvirtual meeting platform.
Q. How do I virtually attend the related protocols that federal, state, and local governments have implemented, the Board has determined to holdAnnual Meeting?
A. We will host the Annual Meeting solely by means of remote communicationlive online via webcast. This is often referredwebcast at www.proxydocs.com/CUE. In order to as a “virtual annual meeting.” The webcast will allow all shareholders to joinattend the meeting, regardless of location.
Who can attend and participate in the Annual Meeting?
You may view the 2020 Annual Meeting online, if you must register in advance by the deadline of July 7, 2020 at 5www.proxydocs.com/CUE prior to June 8, 2022 at 5:00 p.m. eastern at www.proxydocs.com/CUE. Only stockholders of record and beneficial owners as of the close of business on May 18, 2020 (the “record date”) may vote and ask questions. As with anin-person meeting, a stockholder as of the record dateEastern Time. Upon completing your registration, you will be able to vote during the meeting by logging onto www.proxyvote.com/CUE and entering the stockholder information provided on the Notice previously mailed to him or her, and may submit questions for consideration during the meeting online. Beneficial owners may gainreceive further instructions via email, including your unique links that will allow you access to the meeting, by registering forpermit you to submit questions and to vote at the meeting at www.proxydocs.com/CUEAnnual Meeting. Please be sure to follow your Notice, proxy card and/or voting instruction card and using their Control Number provided by their broker, bank, or other nominee.subsequent instructions that will be delivered to you via email. After you register, you will immediately receive a confirmation email, andwhich will alert you to further instructions. Approximately one hour before the start of the meeting, you will receive another email that will give you direct instructions to attend the meeting and allow you to ask questions during the meeting. Please allow time for onlinecheck-in, which will begin at [10:45] a.m. Eastern Time on the day of the Annual Meeting. If you have difficulties during registration or checking in in advance of the meeting, technical support is available during those times, and you should follow the instructions found on the registration page and in your emails. Online registration for the Annual Meeting will begin on or around April 29, 2022.
When isThe webcast of the record dateAnnual Meeting will start on Thursday, June 9, 2022 at 9:00 a.m. Eastern Time. Instructions on how to attend and who is entitledparticipate in the meeting online will be sent to you via email, upon completing your registration.
Q. Who can vote?
The Board set May 18, 2020 as theA. Only stockholders of record date. All record holders of Cue Biopharma common stock as ofat the close of business on thatApril 12, 2022, the record date for the Annual Meeting, are entitled to vote.vote at the Annual Meeting. On this record date, there were 35,372,194 shares of our common stock outstanding. Common stock is our only class of stock outstanding.
Q. How many votes do I have?
A. Each share of our common stock is entitled to one vote.
What is a stockholder of record?
A stockholder of record or registered stockholder is a stockholder whose ownership of Cue Biopharma stock is reflected directly on the books and records of our transfer agent, Computershare Trust Company, N.A. Ifthat you hold stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in “street name” and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or similar organization. We only have access to stock ownership information for registered stockholders. If you are not a stockholder of record, we will require additional documentation to evidence your stock ownershipown as of the record date, and will askApril 12, 2022, entitles you for the needed information duringto one vote on each matter that is voted on.
Q. Is my vote important?
A. Your vote is important no matter how many shares you own. Please take the time of registration. As described below, if you are notto vote. Take a stockholder of record, you will not be ablemoment to read the instructions, choose the way to vote that is the easiest and most convenient for you and cast your shares unless you have a Legal Proxy from the stockholder of record authorizing you to vote your shares.as soon as possible.
Q. How do I vote?
YouA. If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, brokerage firm or other nominee, you may vote by any of the following methods:vote:
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(3) | Online During the Annual Meeting: You may vote by |
If your shares are held in “street name,” meaning they are held for your account by a bank, brokerage firm or other nominee, you may vote:
(1) | Over the Internet or by |
(2) | By Mail: You will receive instructions from your bank, brokerage firm or other nominee explaining how you can vote your shares by mail. You should follow those instructions. |
(3) | Online During the Annual Meeting: You must request a legal proxy from your bank, brokerage firm or other nominee in |
How canQ. Can I change or revoke my vote?
A.If youyour shares are a stockholder of record,registered directly in your name, you may change or revoke your proxy any time before it is votedand change your vote by following one of the below procedures:
(1) | Vote over the Internet or by telephone as instructed above under “Over the Internet or by Telephone.” Only your latest Internet or telephone vote is counted. You may not change your vote over the Internet or by telephone after 8:59 a.m. Eastern Time, on June 9, 2022. |
(2) | Sign and complete a new proxy card and send it by mail to Proxy Tabulator for Cue Biopharma, Inc., c/o Mediant Communications Inc., P.O. Box 8016 Cary, North Carolina 27512-9903. Mediant must receive the proxy card no later than June 8, 2022. Only your latest dated proxy will be counted. |
(3) | Virtually attend the Annual Meeting online and vote online as instructed above. Attending the Annual Meeting alone will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be. |
(4) | Give our corporate secretary written notice before or at the meeting that you want to revoke your proxy. Such written notice should be sent to Cue Biopharma, Inc., Attention: Secretary, 40 Guest Street, Boston, Massachusetts 02135. |
If your shares are held in “street name,” you may submit new voting instructions with a later date by contacting your bank, brokerage firm or other nominee. You may also vote virtually at the Annual Meeting, by:which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy as described in the answer to the question “How do I vote?” above.
timely delivering a properly executed, later-datedQ. Will my shares be voted if I do not return my proxy or submitting a proxy with new voting instructions using the telephone or internet voting system;
delivering a written revocation of your proxy to our Secretary at our principal executive offices; or
voting during the meeting.
If you hold your shares beneficially in street name, you may change your vote by submitting new voting instructions to your bank, broker or nominee following the instructions they provide.
What happens if I do not give specific voting instructions?
Stockholders of record.A.If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone or by returning your proxy card by mail or online while virtually attending the Annual Meeting. If you are a stockholder of record and you submit your proxy or sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Boardboard on all matters presented in this proxy statementProxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the meeting.
Beneficial owners ofIf your shares are held in “street name.name,” If you are a beneficial owner of your bank, brokerage firm or other nominee may under certain circumstances vote your shares held in street name andif you do not provide the organization that holdsreturn your voting instructions. Banks, brokerage firms and other nominees can vote customers’ unvoted shares on discretionary matters but they will not be allowed to vote your shares with specificrespect to certain non-discretionary items such as the election of directors. If you do not return voting instructions the organization that holdsto your bank, brokerage firm or other nominee to vote your shares, your bank, brokerage firm or other nominee may, generallyon discretionary matters, either vote your shares or leave your shares unvoted.
Your bank, brokerage firm or other nominee cannot vote your shares on any matter that is not considered discretionary. Proposal 1, the election of seven directors, is not considered a discretionary matter. If you do not instruct your bank, brokerage firm or other nominee how to vote with respect to this proposal, your bank, brokerage firm or other nominee may not vote with respect to this proposal and those votes will be counted as “broker non-votes.” “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 routine matters but cannota particular matter. Proposal 2, the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, is considered a discretionary matter, and your bank, brokerage firm or other nominee will be able to vote onnon-routine matters.
If the organization that holds your sharesproposal even if it does not receive instructions from you, on how to vote your shares on anon-routine matter, the organization thatso long as it holds your shares in its name. We encourage you to provide voting instructions to your bank, brokerage firm or other nominee. This ensures that your shares will informbe voted at the inspectorAnnual Meeting according to your instructions. You should receive directions from your bank, brokerage firm or other nominee about how to submit your voting instructions.
Q. May I see a list of electionstockholders entitled to vote as of the record date?
A. A list of stockholders as of the close of business on the record date will be available for examination by the stockholders during the Annual Meeting using the unique link provided via email following the completion of registration for the Annual Meeting.
Q. How many shares must be represented to hold the Annual Meeting?
A. A majority of our shares of common stock outstanding at the record date and entitled to vote at the Annual Meeting must be present virtually or represented by proxy to hold the Annual Meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that it doesare voted over the Internet, by telephone, by completing and submitting a proxy card by mail or that are represented virtually at the meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds
even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have the authority to vote those shares on thisProposal 1. If a quorum is not present, we expect to adjourn the Annual Meeting until we obtain a quorum.
The presence at the Annual Meeting, virtually or by proxy, of holders representing a majority of our outstanding common stock as of the record date, April 12, 2022, or approximately 17,686,097 shares, constitutes a quorum at the meeting and permits us to conduct the business of the meeting.
Q. What vote is required to approve each matter and how are votes counted?
A. Proposal 1 - Election of Directors
The seven nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is not considered a discretionary matter. Therefore, 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. This is referred to as a “brokernon-vote.”
Which ballot measures are considered “routine” or“non-routine”?
The election of directors (“Proposal 1”) is considered to be anon-routine matter under applicable rules. A brokershares, your bank, brokerage firm or other nominee cannot vote without instructions onnon-routine matters, and therefore there may be brokernon-votesyour shares on Proposal 1. 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. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may:
The
vote FOR all nominees;
vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or
WITHHOLD your vote from all nominees.
Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
To approve Proposal 2, holders of a majority of the votes cast on the matter must vote FOR the proposal. Proposal 2 is considered a discretionary matter. 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, your bank, brokerage firm or other nominee may vote your unvoted shares on Proposal 2. If you ABSTAIN from voting on Proposal 2, 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, voting to ABSTAIN will have no effect on the outcome of Proposal 2.
Although stockholder approval of our audit committee’s appointment of RSM US LLP as our independent registered public accounting firm for the amendmentfiscal year ending December 31, 2022 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 Certificateaudit committee will reconsider its appointment of IncorporationRSM US LLP as our independent registered public accounting firm.
Q. How does the board of directors recommend that I vote on the proposals?
A. Our board of directors recommends that you vote:
FOR the election of each of the seven directors, Frederick Driscoll, Aaron Fletcher, Cameron Gray, Tamar Howson, Peter A. Kiener, Frank Morich, and Daniel Passeri, for a one-year term expiring at the 2023 annual meeting of stockholders and until their respective successors have duly been elected and qualified; and
FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
Q. Are there other matters to increasebe voted on at the numberAnnual Meeting?
A. We do not know of authorized sharesany matters that may come before the Annual Meeting other than the election of common stock from 50,000,000 shares to 100,000,000 shares (“Proposal 2”)our directors and the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for 2020 (“Proposal 3”)the fiscal year ending December 31, 2022. If any other matters are consideredproperly presented at the Annual Meeting, the persons named in the accompanying proxy intend to be routine matters under applicable rules. A brokervote, or other nominee may generally voteotherwise act, in accordance with their judgment on routine matters, so we do not expect therethe matter.
Q. Who will count the votes?
A. The votes will be counted, tabulated and certified by Mediant Communications Inc., our inspector of election.
Q. Will my vote be kept confidential?
A. Your vote will be kept confidential and we will not disclose your vote, unless (1) we are required to do so by law (including in connection with the pursuit or defense of a legal or administrative action or proceeding), or (2) there is a contested election for the board of directors. The inspector of election will forward any brokernon-votes with respectwritten comments that you make on the proxy card to Proposals 2 and 3.management without providing your name, unless you expressly request disclosure on the proxy card.
What isQ. How can I find out the quorum forresults of the voting at the Annual Meeting?
The presence in person or by proxy of the holders representing not less thanone-third inA. Preliminary voting power of the outstanding shares of stock entitled to vote at the meeting shallresults will be necessary and sufficient to constitute a quorum entitled to vote is necessary for the transaction of businessannounced at the Annual Meeting. This is called a quorum.
What is theFinal voting requirement to approve each of the proposals?
The following are the voting requirements for each proposal:
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How are abstentions and brokernon-votes treated?
Brokernon-votes and abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting. Brokernon-votes will have no effect on Proposal 1. Brokernon-votes are not expected to occur with respect to Proposal 2 or 3.
Abstentionsresults will be counted as votes presenttallied by the inspector of election and entitled to vote on the proposals considered at the Annual Meeting and, therefore, will have the effect of votes against Proposals 2 and 3. Abstentions will have no effect on the proposal regarding the election of directors.
Who pays for solicitation of proxies?
The Company is paying the cost of soliciting proxies and will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonableout-of-pocket expenses for sending proxy materials to
stockholders and obtaining their votes. In addition to soliciting the proxies by mail, certain of our directors, officers and regular employees, without compensation, may solicit proxies personally or by telephone, facsimile and email.
Where can I find the voting results of the Annual Meeting?
We will announce voting resultspublished in a Current Report on Form8-K to be filed with the SEC within four business days followingafter the Annual Meeting.
What is the deadline to propose actions for consideration or to nominate individuals to serve as directorsQ. How do I submit a question at the 2021Annual Meeting?
A. If you wish to submit a question prior to the meeting, you must register to attend the Annual Meeting. You can visit www.proxydocs.com/CUE and follow the instructions for registering to attend the Annual Meeting and for submitting a question. If you wish to submit a question during the Annual Meeting, you may log into the virtual meeting platform using the unique link provided to you via email following the completion of your registration prior to 5:00 p.m. on June 8, 2022 at www.proxydocs.com/CUE. Our virtual meeting will be governed by our Rules of Conduct and Procedures, which will be posted at www.proxydocs.com/CUE during the meeting.
Q. How and when may I submit a stockholder proposal, including a stockholder nomination for director for the 2023 annual meeting?
A. Stockholders wishing to recommend a candidate for director should write to our Corporate Secretary at 40 Guest Street, Boston, Massachusetts 02135. In order to give the corporate governance and nominating committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2023 annual meeting, of stockholders?
Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials. Stockholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to the 2021 annual meeting of stockholders mustrecommendation should be received by January 28, 2021. In addition, all proposals will need to complyour corporate secretary at our principal executive offices in accordance with Rule14a-8 ofour procedures detailed in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which listssection below entitled “Stockholder Proposals for our 2023 Annual Meeting.” Such submissions must state the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be deliverednominee’s name, together with appropriate biographical information and background materials and information with respect to the Company’s Secretary at 21 Erie Street, Cambridge, Massachusetts 02139.
Requirements for Stockholder Proposals to Be Brought Before the 2021 Annual Meeting of Stockholders. Notice of any director nominationstockholder or other proposal that you intend to present at the 2021 annual meetinggroup of stockholders but do not intend to have included inmaking the proxy statement and formrecommendation, including the number of proxy relating to the 2020 annual meetingshares of common stock owned by such stockholder or group of stockholders, must be delivered to the Company’s Secretary at 21 Erie Street, Cambridge, Massachusetts 02139 not earlier than the close of business on March 11, 2021 and not later than the close of business on April 10, 2021. In addition, your notice must set forth theas well as other information required by our bylaws with respect to each director nomination or other proposal that you intend to present at the 2021 annual meeting of stockholders.SEC regulations.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTWe may require any proposed nominee to furnish such other information as we may reasonably require in determining the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.
The following table sets forth certain information regarding beneficial ownershipQ. Who is paying the costs of soliciting these proxies?
A. We will pay all of the costs of soliciting proxies. Our directors, officers and other employees may solicit proxies in person or by mail, telephone, fax or email. We will pay our directors, officers and other employees no additional compensation for these services. We will ask banks, brokerage firms and other nominees to forward these proxy materials to their principals and to obtain authority to execute proxies. We may reimburse them for their expenses.
Q. How do I obtain an Annual Report on Form 10-K?
A. If you would like a copy of our voting stockAnnual Report on Form 10-K for the year ended December 31, 2021 that we filed with the SEC, we will send you one, without exhibits, free of charge. Please contact Secretary, Cue Biopharma, Inc., 40 Guest Street, Boston, Massachusetts 02135.
All of our SEC filings are also available free of charge in the “Investors & Media—Financial Information” section of our website at www.cuebiopharma.com.
Implications of Being an “Emerging Growth Company” and a “Smaller Reporting Company”
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of May 18, 2020 by:
each person2012, or groupthe JOBS Act, and may remain an emerging growth company for up to five years from the date of affiliated persons known by usour initial public offering, or IPO. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all of these exemptions until such time as we are no longer an emerging growth company. We would cease to be the beneficial owner ofan emerging growth company if we have more than 5% of any class$1.07 billion in annual revenue, we have more than $700 million in market value of our voting stock;
each executive officer includedstock held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period. We have taken advantage of certain reduced reporting obligations in this Proxy Statement. Accordingly, the Summary Compensation Table below;information contained herein may be different than the information you receive from other public companies in which you hold stock.
eachWe are also a “smaller reporting company,” meaning that the market value of our directors;
each person nominated to become director; and
all executive officers, directors and nominees as a group.
Unless otherwise noted below, the address of each person listedstock held by non-affiliates was less than $700 million on the table is c/o Cue Biopharma, Inc. at 21 Erie Street, Cambridge, Massachusetts 02139. Tolast business day of our knowledge, each person listed below has sole votingmost recently completed second fiscal quarter and investment power over the shares shown as beneficially owned except to the extent jointly owned with spouses or otherwise noted below.
Beneficial ownership is determined in accordance with the rules of the SEC. The information does not necessarily indicate ownership for any other purpose. Under these rules, shares of stock which a person has the right to acquire (i.e., by the exercise of an option or warrant) within 60 days after May 18, 2020 are deemedour annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be beneficially owned and outstanding for purposesa smaller reporting company if either (i) the market value of calculatingour stock held by non-affiliates was less than $250 million on the numberlast business day of sharesour most recently completed second fiscal quarter or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the percentage beneficially ownedmarket value of our stock held by non-affiliates was less than $700 million on the last business day of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that person. However, these sharesare available to smaller reporting companies. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not deemedapplicable to be beneficially owned and outstanding for purposes of computing the percentage beneficially owned by any other person. The applicable percentage of common stock as of May 18, 2020 is based upon [●] shares outstanding on that date.a smaller reporting company.
Name and Address of Beneficial Owner | Shares of Common Stock | Shares Underlying Options and RSUs | Shares Underlying Warrants | Number of Shares Beneficially Owned | Percentage of Class | |||||||||||||||
Directors and Executive Officers | ||||||||||||||||||||
Daniel R. Passeri | 51,977 | 557,890 | — | 609,867 | 2.2% | |||||||||||||||
Colin Sandercock | 17,125 | 206,250 | — | 223,375 | * | |||||||||||||||
Anish Suri | 34,558 | 272,500 | — | 307,058 | 1.1% | |||||||||||||||
Frederick Driscoll | — | 33,000 | — | 33,000 | * | |||||||||||||||
Aaron Fletcher | 159,819 | 6,250 | — | 166,069 | * | |||||||||||||||
Cameron Gray | 667,500 | 16,000 | 253,606 | 937,106 | 3.4% | |||||||||||||||
Peter Kiener | — | 154,336 | — | 154,336 | * | |||||||||||||||
Frank Morich | — | 26,750 | — | 26,750 | * | |||||||||||||||
Barry Simon | — | 118,336 | — | 118,336 | * | |||||||||||||||
Directors and Executive Officers as a group (11 persons) | 933,979 | 1,622,562 | 253,606 | 2,810,147 | 9.5% | |||||||||||||||
Five Percent Stockholders | ||||||||||||||||||||
Avoro Capital Advisors LLC(1) | 1,870,000 | — | — | 1,870,000 | 6.8% | |||||||||||||||
Peter A. Appel(2) | 1,522,222 | (5) | — | — | 1,522,222 | 5.5% | ||||||||||||||
Nantahala Capital Management, LLC(3) | 1,404,941 | — | — | 1,404,941 | 5.2% | |||||||||||||||
BlackRock, Inc.(4) | 1,387,669 | — | — | 1,387,669 | 5.0% |
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ELECTION OF DIRECTORS
General
The Company’s BoardOur board of Directorsdirectors currently consists of seven members. Upon the recommendation of the Corporate Governance and Nominating Committee of our Board, the Board has nominated the seven current directors for electionDirectors are elected at the Annual Meeting to hold office until the next annual meeting of stockholders and hold office for a one-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the electionboard of their successors.directors.
Shares represented by allIf no contrary indication is made, proxies received byin the Board and not marked so as to withhold authority to vote for any individual nomineeaccompanying form will be votedFOR for Mr. Driscoll, Dr. Fletcher, Dr. Gray, Ms. Howson, Dr. Kiener, Dr. Morich and Mr. Passeri. Proxies cannot be voted for a greater number of individuals than the electionnumber of nominees named in this Proxy Statement. In the event that any of the nominees named below. The Board knows of no reason why any nominee would befor director is not a candidate or is unable or unwilling to serve but if such should beas a director at the case, proxies maytime of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the electionvacancy.
Our priority in selection of some other person nominated byboard members is identification of members who will further the Board.interests of our stockholders through their established record of business acumen, the ability to contribute positively to the decision-making process of the Company, knowledge of our business, understanding of the competitive landscape and a reputation for integrity, honesty and adherence to high ethical standards. We also seek to have a diversity of skills and backgrounds represented on our board of directors. Re-nomination of our directors is not automatic, and performance on the board and committees is considered, as well as the undertaking of continuing director education. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.
Information Regarding Director Nominees
The following table sets forthparagraphs provide information as of the date of this Proxy Statement about each nominee for director, as furnished to us by the nominees to be elected atfor director. The information presented includes information each such individual has given us about his or her age, any position he or she holds with us, his or her principal occupation and business experience for the Annual Meeting,past five years and the year such director was first electednames of other publicly held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each such individual’s specific experience, qualifications, attributes and skills that led our board of directors to the positions currently heldconclusion that he or she should serve as a director, we also believe that each of our directors and director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors. Finally, we value their significant experience on other public company boards of directors and board committees.
Information about the number of shares of common stock beneficially owned by each of our directors and nominees for director withappears below under the Company.heading “Security Ownership of Certain Beneficial Owners and Management.”
There are no family relationships between or among any of our executive officers, directors or nominees for director.
Nominees for Election to the Board of Directors
| Year First Became | Position with the Company | ||||
Daniel R. Passeri | 2016 | Chief Executive Officer and Director | ||||
Frank Morich | 2018 | Chairman | ||||
Frederick Driscoll | 2018 | Director | ||||
Aaron Fletcher | 2019 | Director | ||||
Cameron Gray | 2015 | Director | ||||
Tamar Howson | 2020 | Director | ||||
Peter A. Kiener | 2016 | |||||
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INFORMATION CONCERNING DIRECTORS AND NOMINEES FOR DIRECTOR
Set forth below is background information for each current director and nominee for director, as well as information regarding additional experience, qualifications, attributes or skills that led the Board to conclude that such director or nominee should serve on the Board.
Frederick Driscoll,, age 69,71, joined our board of directors in June 2018. Mr. Driscoll has served as the Chief Financial Officer at Renovacor, Inc. (NYSE: RCOR), a biotechnology company, since March 2022. Prior to his employment at Renovacor, Inc., Mr. Driscoll served as Chief Financial Officer at Flexion Therapeutics Inc. (“Flexion”), or Flexion, a biopharmaceutical company focused on the development of local therapies for the treatment of patients with musculoskeletal conditions, such as osteoarthritis, from 2013 to 2017 spearheading an initial public offering in 2014.and May 2021 to November 2021, when the company was acquired by Pacira Pharmaceuticals, Inc. Prior to joining Flexion, he was Chief Financial Officer at Novavax, Inc., a publicly traded biopharmaceutical company (Nasdaq: NVAX), from 2009 to 2013. From 2008 to 2009, Mr. Driscoll served as Chief Executive Officer of Genelabs Technologies, Inc., or Genelabs, a publicly traded biopharmaceutical and diagnostics company later acquired by GlaxoSmithKline. He previously served as Genelabs’ Chief Financial Officer from 2007 to 2008. From 2000 to 2006, Mr. Driscoll served as Chief Executive Officer at OXiGENE, Inc., or OXiGENE, a biopharmaceutical company. Mr. Driscoll has also served as Chairman of the Board and Audit Committee Chair at OXiGENE and as a member of the Audit Committee for Cynapsus, which was sold to Sunovion PharmacuticalsPharmaceuticals in 2016. Mr. Driscoll earned a Bachelor’s degree in accounting and finance from Bentley University. Mr. Driscoll is also a member of the board of directors of, Cellectar Biosciences Inc. (Nasdaq: CLRB), MEI Pharma Inc. (Nasdaq: MEIP) and NantKwest Inc. (Nasdaq: NK). Mr. Driscoll earned a Bachelor’s degree in accounting and finance from Bentley University. Mr. Driscoll’s extensive industry, executive, board experience and financial expertise position him well to serve as a member of our board of directors.
Aaron Fletcher,, age 40,42, joined our board of directors in October 2019. Dr. Fletcher has served as founder and President of Bios Research, a financial services firm that provides public equity research in the healthcare
industry tailored to institutional firms and large family offices, since 2012. Since 2014, Dr. Fletcher has also served as Managing Partner of Bios Partners, LP, a venture capital firm focused on investment in early-stage and growth-stage biotech and medical device companies. Dr. Fletcher also serves as director of TFF Pharmaceuticals, Inc. (Nasdaq: TFFP), Acute Therapeutics, AbiliTech Medical, Inc. and Cognition Therapeutics, Inc. Dr. Fletcher holds a Ph.D. in Biochemistrybiochemistry from Colorado State University and serves as a visiting professor at Dallas Baptist University. The Board believes Dr. Fletcher’s public company experience, financial expertise, and experience overseeing investments in the healthcare industry provides him with the qualifications and skills to serve on our board of directors.
Cameron Gray, age 49,51, has been a member of our board of directors since January 2015 and served as our Chief Executive Officer from January 2015 to August 2016. Dr. Gray founded Alcedo Capital in December 2019. He was a Managing Director at MDB Capital Group LLC from September 2013 to November 2019. Dr. Gray served as Chief Executive Officer and a member of the board of directors of Endeavor IP, Inc., an intellectual property services and patent licensing company, from May 2013 through January 2014. He was self-employed from January 2012 through May 2013 and prior to that he was Senior Vice President at ICAP Patent Brokerage, LLC, where he managed its life sciences and Asia Pacific businesses from January 2009 through January 2012. Dr. Gray has a Juris Doctor degree from George Washington University Law School, of Law, a Ph.D. in biophysics from the University of Virginia, and a Bachelor of Arts degreeB.A. in physics from Princeton University. Dr. Gray’s extensive industry, executive and board experience position him well to serve as a member of our board of directors.
Tamar Howson, age 73, has been a member of our board of directors since September 2020. Ms. Howson currently serves on the board of directors of MEI Pharma, Inc. (Nasdaq: MEIP) and Immunic, Inc. (Nasdaq: IMUX). She has also served on the boards of various life sciences companies, including Organovo Holdings Inc. from June 2013 to June 2018, ContraVir Pharmaceuticals, Inc. from December 2016 to December 2017, Cynapsus Therapeutics Inc. from April 2015 to August 2016, and OXiGENE, Inc. from April 2010 to June 2016. From 2009 until her retirement in 2011, Ms. Howson served as a member of the transaction advisory firm JSB-Partners, providing business development support to life sciences companies. From 2007 to 2008, Ms. Howson served as executive vice president, corporate business development at Lexicon Pharmaceuticals, Inc., a public biotech company. Prior to joining Lexicon, Ms. Howson served as senior vice president, corporate and business development at Bristol-Myers Squibb and SmithKline Beecham PLC. Ms. Howson holds an MBA from Columbia University, an M.S. from City University of New York and a B.S. in chemical engineering from the Technion, Israel. Ms. Howson’s life-sciences experience and board experience provide her with the qualifications and skills to serve on our board of directors.
Peter A. Kiener, age 68,70, joined our board of directors in March 2016. Dr. Kiener served as the Chief Scientific Officer and Head of Research and Development of Sucampo Pharmaceuticals, Inc. (“Sucampo”), or Sucampo, a global biopharmaceutical company, from October 2014 to February 2018. Prior to joining Sucampo, Dr. Kiener served as the Chief Scientific Officer of Ambrx, Inc., a clinical-stage biopharmaceutical company focused on the development of antibody-drug conjugates from 2013 to 2014. From 2009 to 2013, he was Presidentand co-founder of Zyngenia Inc., an early-stage biopharmaceutical company. From 2001 to 2009, he was head of Research and R&D at MedImmune, the biologics research and development arm of AstraZeneca. Dr. Kiener holds a Bachelor’s Degreedegree in Chemistrychemistry from the University of Lancaster and a Doctorate of PhilosophyPh.D. in Biochemistrybiochemistry from the University of Oxford. Dr. Kiener’s extensive executive leadership experience andhis in-depth knowledge of the biopharmaceutical industry make him well qualified to serve on our board of directors.
Frank Morich, age 66,68, joined our board of directors in July 2018 and was appointed Chairman in April 2020. Dr. Morich serveshas served as a consultant in the life sciences and health care industries.industries since 2015. Dr. Morich has been a member of the supervisory board of MorphoSys AG (Nasdaq: MOR), a late-stage, biopharmaceutical company, since 2015. From 2011 to 2014, Dr. Morich served as Chief Commercial Officer at Takeda Pharmaceutical, a global pharmaceutical company, and from 2010 to 2011, he served as Executive Vice President International Operations at Takeda. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a clinical-stage drug development company, and from 2005 to 2007 he served as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. During 2004 Dr. Morich served as Chief Executive Officer and Chairman of the Executive Board of AM Pharma B.V., a clinical-stage drug development company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including member of the board of management of Bayer AG, head of global product development and head of research and development. Dr. Morich graduated in medical studies at the University of Marburg, Germany. Dr. Morich has over 35 years of experience in the life sciences and health care industries and extensive executive leadership experience, making him well qualified to serve on our board of directors as Chairman.
Daniel R. Passeri, age 59, joined Cue Biopharma in August 201661, has served as our Chief Executive Officer and a director since August 2016. He also served as our President and served in that role untilfrom August 2016 to October 2019, when his role was changed to Chief Executive Officer.2019. He served as a director of Curis, Inc. (Nasdaq: CRIS) (“Curis”), or Curis, a biotechnology company seeking to develop and
commercialize drug candidates for the treatment of cancer, from September 2001 to June 2016. Mr. Passeri previously served as Chief Executive Officer of Curis from September 2001 until June 2014 and as Vice Chairman of its board of directors from June 2014 to June 2016, and additionally held the title of President from September 2001 to February 2013. Previously, from November 2000 to September 2001, Mr. Passeri served as the Senior Vice President, Corporate Development and Strategic Planning of Curis. From December 2014 to June 2015, Mr. Passeri served as Chief Officer of Technology Management and Business Development of the Jackson Laboratory for Genomic Medicine. From March 1997 to November 2000, Mr. Passeri was employed by Gene Logic Inc., a biotechnology company, most recently as Senior Vice President, Corporate Development and Strategic Planning. From February 1995 to March 1997, Mr. Passeri was employed by Boehringer Mannheim, a pharmaceutical, biotechnology and diagnostic company, as Director of Technology Management. Mr. Passeri received a J.D. from the National Law Center at George Washington University Law School, an M.Sc. in biotechnology from the Imperial College of Science, Technology and Medicine at the University of London and a B.S. in biology from Northeastern University.
Mr. Passeri’s qualifications to serve as a director of Cue Biopharma include his extensive service and experience as a director and executive officer of a public company as well as his extensive experience in corporate strategy and development, intellectual property strategy and oversight, and technology licensing, as each of these elements are critical to our overall business strategy.
Barry Simon, age 55, joined our board of directors in March 2016 and served as Chairman from September 2018 until April 2020. Since 2008, Dr. Simon has served as a director for Nantkwest Inc., an Immuno-therapeutics company (Nasdaq: NK), and served as its President and Chief Executive Officer from 2007 to 2015 and presently serves as its President and Chief Administrative Officer. He has also served as a Director for Viracta Therapeutics, a privately held oncology therapeutics company, since July 2017 and as chairmanRecommendation of the board and Chief Executive Officer for Brink Biologics, Inc., a privately held diagnostics and laboratory services provider, since March 2015. Previously, Dr. Simon held Vice President, senior level and advisory positionsat F. Hoffmann-La Roche (VTX: ROG), a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation (Nasdaq: CNCT), a specialty pharmaceutical company, Immunomedics (Nasdaq: IMMU), a biopharmaceutical company, Immusol Inc., a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank and NorthSound Capital, LLC, a U.S.-based hedge fund. Dr. Simon has broad experience in the public and private settings, having led product and portfolio divestitures and acquisitions, strategic licensing and joint ventures, as well as commercial product launches, IND & BLA regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. Dr. Simon has worked across several therapeutic areas including oncology, virology, ophthalmology and dermatology on products launches including Xeloda®, Pegasys®, Fortovase®, Tamiflu®, Camptobell®, Boniva®, Fuzeon®, Valcyt®, and Accutane®. Dr. Simon has attended corporate training programs by the London SchoolBoard of Business and the Amos Tuck School of Business at Dartmouth College. Dr. Simon is clinically trained in Infectious Diseases, Anesthesiology and Internal Medicine and received his M.D. from the SUNY Downstate, Health Sciences Center in New York. Dr. Simon’s many years of management and director experience make him well-qualified to serve on our board of director.Directors
Board Recommendation
The Board unanimously recommends that the stockholders voteOUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR each of the nominees.
INFORMATION CONCERNING EXECUTIVE OFFICERS
Set forth below is background information relating to our executive officers:
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Daniel R. Passeriis discussed above underInformation Concerning Directors and Nominees for Director.
Anish Suri has been our Chief Scientific Officer since May 2018 and our President since October 2019. Prior to joining Cue Biopharma, he has held roles of increasing responsibility at Janssen Pharmaceutical Companies of Johnson & Johnson (“Janssen”), most recently as Senior Director at Janssen Immunosciences in Beerse, Belgium from July 2015 to May 2018 and, prior to that, as Senior Director from January 2015 to July 2015 and as Scientific Director from April 2013 to January 2015. His core responsibilities have included providing strategic leadership and guidance for new initiatives focused on parsing the specificity and diversity of the immune repertoire to enable antigen-specific immuno-therapies and related applications in cancer immunity; tolerogenic approaches for autoimmune diseases; and harnessing immune-monitoring to enable a deeper understanding of transition states from health to disease. Dr. Suri joined Janssen from Bristol-Myers Squibb (“BMS”) in 2013, where he was responsible for providing strategic guidance to immuno-oncology and immunology drug-discovery programs. Prior to BMS, Dr. Suri was an Assistant Professor of Pathology and Immunology at Washington University School of Medicine, St. Louis. Dr. Suri received his Ph.D. in Immunology from Washington University in St. Louis.
Ken Pienta joined Cue Biopharma in April 2017 as our Chief Medical Officer. He is currently the Donald S. Coffey Professor of Urology and Professor of Oncology and Pharmacology and Molecular Sciences at the Johns Hopkins University School of Medicine and serves as the Director of Research for the Brady Urological Institute. He previously served as a director of Curis from March 2013 to May 2017. From 1995 to 2013, Dr. Pienta was the Director of the Prostate Specialized Program of Research Excellence (SPORE) at The University of Michigan. He is atwo-time American Cancer Society Clinical Research Professor Award recipient, is the author of more than 450 peer-reviewed articles, and has been the principal investigator on numerous local and national clinical trials. Dr. Pienta received a B.A. and an M.D. from the Johns Hopkins University.
Colin G. Sandercock has been our Senior Vice President, General Counsel and Secretary since December 2017. Prior to joining Cue Biopharma, he was a partner at Perkins Coie LLP since July 2010, practicing in the areas of patent litigation, procurement, management and enforcement of domestic and foreign patent portfolio, licensing disputes, trademark disputes, and opinions relating to infringement, validity and freedom to operate. Mr. Sandercock holds a B.S. from Moravian College, an M.S.E. from the University of Pennsylvania and a J.D. from Catholic University, Columbus School of Law.
Kerri-Ann Millar became the Company’s Vice President, Finance on May 1, 2018. Ms. Millar joined Cue Biopharma in September 2017 as Corporate Controller. Prior to joining Cue Biopharma, Ms. Millar served as Corporate Controller of Flexion from March 2014 to September 2017. From May 2005 to March 2014, Ms. Millar served as Finance Specialist for Curis, Inc., a biotechnology company focused on treatments for cancer. Ms. Millar holds a B.S. in Accounting and Finance from Boston University and is a Certified Public Accountant. THE ELECTION OF EACH OF MR. DRISCOLL, DR. FLETCHER, DR. GRAY, MS. HOWSON, DR. KIENER, DR. MORICH, AND MR. PASSERI.
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
General
We believe that good corporate governance is important to ensure that Cue Biopharma is managed for the long-term benefit of our stockholders. This section describes key corporate governance practices that we have adopted. We have adopted a code of business conduct and ethics, which applies to all of our officers, directors and employees, and corporate governance guidelines and charters for our audit committee, our compensation committee and our corporate governance and nominating committee. We have posted copies of our code of business conduct and ethics and corporate governance guidelines, as well as each of our committee charters, on the Corporate Governance page of the “Investors & Media” section of our website, Director Independencewww.cuebiopharma.com, which you can access free of charge. Information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement. We intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be disclosed by law or Nasdaq Stock Market LLC, or Nasdaq, Marketplace Rules, or Nasdaq Listing Rules. We will also provide copies of these documents, as well as our other corporate governance documents, free of charge, to any stockholder upon written request to Secretary, Cue Biopharma, Inc., 40 Guest Street, Boston, Massachusetts 02135.
Corporate Governance Guidelines
Our Boardboard of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of Cue Biopharma and our stockholders. These guidelines, which provide a framework for the conduct of our board’s business, provide that:
our board’s principal responsibility is to oversee the management of Cue Biopharma;
except as may be otherwise permitted by the Nasdaq Listing Rules, a majority of the members of our board shall be independent directors;
the independent directors meet at least twice annually in executive session;
directors have full and free access to management and, as necessary and appropriate, independent advisors; and
new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and our board will conduct a self-evaluation annually to determine whether it is functioning effectively.
Director Independence
The Nasdaq Listing Rules require a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate governance and nominating committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s 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 10A-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, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, 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 February 2022, 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 has determined that each of Frederick Driscoll, Aaron Fletcher, Cameron Gray, Peter Kiener, Frank Morichour directors, with the exception of Mr. Passeri, is an “independent director” as defined under the Nasdaq Listing Rules. In making such determination, our board of directors considered the relationships that each such director has with our company and Barry Simon are “independent directors” as such termall other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each director. Mr. Passeri is defined by Nasdaq Marketplace Rule 5605(a)(2).not an independent director under these rules because he is our chief executive officer.
Board Leadership Structure
The BoardOur board of directors, upon the recommendation of our corporate governance and nominating committee, has determined that the roles of chairman of the board and chief executive officer should remain separate at the current time. Accordingly, our board of directors has appointed Dr. Morich, an independent chairman,director within the meaning that the positions of Chairman of the Nasdaq Listing Rules (see “Director Independence” above), as the chairman of the board of directors. Dr. Morich possesses an in-depth knowledge of the issues, opportunities and challenges that our company faces. We believe he is currently the person best positioned to ensure our board of directors’ time and attention is focused on the matters that are most critical to our company. Our board of directors believes Dr. Morich is a decisive leader who commands accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees and strategic partners. Dr. Morich’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 of directors or any committee;
facilitating communications between other members of our board of directors and the 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 of directors should be held; and
reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board of directors (see “Communications with Our Board and Chief Executive Officer are not held by a single individual. The Boardof Directors” below).
Our board of directors believes that having a leadership structure with separate roles of chairman and chief executive officer offers the following benefits:
supporting the independent oversight of Cue Biopharma and enhancing our board’s objective evaluation of our chief executive officer;
freeing the chief executive officer to focus on company operations instead of board administration;
providing the chief executive officer with an independent chairman ensures that management is subject toexperienced sounding board;
providing greater opportunities for communication between stockholders and our board of directors;
enhancing the independent and objective oversightassessment of risk by our board of directors; and
providing an independent spokesman for our company.
Although the independentroles of chairman and chief executive officer are currently separate, our corporate governance and nominating committee and board of directors have an active voice in the governance of the Company.
Policy Governing Security Holder Communications with the Board of Directors
Security holders who wish to communicate directly with the Board, the independent directors of the Board or any individual member of the Board may do so by sending such communication by certified mail addressed to the Chairman of the Board, the entire Board, to the independent directors as a group or to the individual director or directors, in each case, c/o Secretary, Cue Biopharma, Inc., 21 Erie Street, Cambridge, Massachusetts 02139. The Secretary reviews any such security holder communication and forwards relevant communications to the addressee.
Employee, Officer and Director Hedging
Pursuant to the Company’s Insider Trading Policy, directors, officers, employees and and/or consultants of the Company and its affiliates, as well as any immediate family members sharing the household of any of the foregoing are prohibited from engaging in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to the Company. This prohibition also extends to various forms of hedging transactions or monetization transactions, such aszero-cost collars and forward sale contracts, as they involve the establishment of a short position in the Company’s securities.
Policies Regarding Director Nominations
The Board has delegated to its Corporate Governance and Nominating Committee responsibilitybelieve it is appropriate for establishing membership criteria for the Board, identifying individuals qualified to become directors consistent with such criteria and recommending the director nominees.
The Corporate Governance and Nominating Committee is responsible for, among other things: (1) recommending to the Board personsour chief executive officer to serve as membersa member of the Board and as membersour board of and chairpersons fordirectors.
Director Nomination Process
Director Qualifications
In evaluating director nominees, the committees of the Board, (2) considering the recommendation of candidates to serve as directors submitted from the stockholders of the Company, (3) assisting the Board in evaluating the Board’s and its committees’ performance, (4) advising the Board regarding the appropriate board leadership structure for the Company, (5) reviewing and making recommendations to the Board on corporate governance and (6) reviewing the size and composition of the Board and recommending to the Board any changes it deems advisable.
The Board seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. The Corporate Governance and Nominating Committee has not set specific, minimum qualifications that must be met by director candidates. Rather, in determining candidates to recommend to the Board to serve as members of the Board, the Corporate Governance and Nominating Committeenominating committee will consider among other things whetherthe following factors:
reputation for personal and professional integrity, honesty and adherence to high ethical standards;
demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of our company and a candidate iswillingness and ability to contribute positively to the decision-making process of our company;
commitment to understand our company and its industry and to regularly attend and participate in meetings of our board of directors and its committees;
interest and ability to understand the sometimes conflicting interests of the highestvarious constituencies of our company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;
ability to represent the interests of all stockholders without having, or appearing to have, a conflict of interest;
diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; and
diversity of background and perspective, considered as a group, should provide a significant breadth of experience, knowledge and abilities that shall assist the board of directors in fulfilling its responsibilities.
The corporate governance and nominating committee’s goal is to assemble a board of directors that brings to the company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the corporate governance and nominating committee believes that the background and qualifications of the board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.
We have no formal policy regarding board diversity, but our corporate governance guidelines provide that the value of diversity should be considered and that the background and qualifications of the members of our board of directors considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our board of directors in fulfilling its responsibilities. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical characterstandards. Our directors’ performance and sharesqualification criteria are reviewed periodically by the Company’s valuesgovernance and whethernominating committee.
Identification and Evaluation of Nominees for Directors
The corporate governance and nominating committee identifies nominees for director by first evaluating the candidate’s reputation, both personalcurrent members of our board of directors willing to continue in service. Current members with qualifications and skills that
professional, isare consistent with the imagecorporate governance and reputationnominating committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise.
The committee generally inquires of our board of directors and members of management for their recommendations. The committee may also review the composition and qualification of the Company. In addition, nominees for director are selected to have complementary, ratherboards of directors of our competitors, and may seek input from industry experts or analysts. The corporate governance and nominating committee reviews the qualifications, experience and background of candidates. Final candidates, if other than overlapping, skill sets. However,our current directors, would be interviewed by the Corporate Governance and Nominating Committee does not have a formal policy concerning the diversitymembers of the Board.
Procedures for Recommendationcorporate governance and nominating committee and by certain of Director Nominees by Stockholders
The policyour other independent directors and executive management. In making its determinations, the corporate governance and nominating committee evaluates each individual in the context of our board of directors as a whole, with the Corporate Governanceobjective of assembling a group that can best contribute to the success of our company and Nominating Committee isrepresent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the corporate governance and nominating committee makes its recommendation to consider properly submitted stockholder recommendations forour board of directors. To date, the corporate governance and nominating committee has not utilized third-party search firms to identify board of director candidates. To submitThe corporate governance and nominating committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.
Stockholders may recommend individuals to our corporate governance and nominating committee for consideration as potential director candidates by submitting a recommendation to the Corporate Governance and Nominating Committee for director nominee candidates, a stockholder must make such recommendation in writing and include:including:
the name and address of the stockholder making the recommendation, as they appear on our books and records, and of such record holder’s beneficial owner, if any;
the class and number of shares of our equity that are owned beneficially and held of record by such stockholder and such beneficial owner, including all “synthetic equity instruments” (e.g., derivatives, swaps, hedges, etc.), voting rights, rights to fees, dividends, or other material rights;
the name of the individual recommended for consideration as a director nominee;
full biographical information concerning the director candidate, including a statement about the candidate’s qualifications;
a description of all arrangements or understandings (whether or not in writing) among such stockholder or such beneficial owner and any other person or persons pursuant to which the recommendation is being made;
whya representation that the stockholder is a holder of record of stock of our company entitled to vote at such recommended candidate meets our criteriameeting and would be ableintends to fulfillappear in person or by proxy at the duties of a director;meeting to propose such candidate;
howa representation whether the recommended candidate meets applicable independence requirements established bystockholder or the SEC and Nasdaq;beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or proxy card to holders of at least the percentage of our company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/pr otherwise to solicit proxies or votes from stockholders in support of such nomination
the recommended candidate’s beneficial ownership in our securities;
any relationships between the recommended candidate and us or any of our competitors, customers or suppliers, labor unions or other persons with special interests regarding the Company which may constitute a conflict of interest; and
all other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the Boardboard and elected.
Recommendations must be sent to the Chairman of the Corporate Governance and Nominating Committee, c/o Secretary, Cue Biopharma, Inc., 21 Erie40 Guest Street, Cambridge,Boston, Massachusetts 02139. The Secretary must receive any such recommendation for nomination not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however,02135. Assuming that with respect to a special meeting of stockholders called by us for the purpose of electing directors to the Board, the Secretary must receive any such recommendation not earlier than the 120th day prior to such special meeting nor later than the later of (1) the close of business on the 90th day prior to such special meeting or (2) the close of business on the 10th day following the day on which a public announcement is first made regarding such special meeting. We will promptly forward any such nominations to the Corporate Governance and Nominating Committee. Once the Corporate Governance and Nominating Committee receives a recommendation for a director candidate, such candidate will be evaluated in the same manner as other candidates and a recommendation with respect to such candidate will be delivered to the Board.appropriate
Policy Governing biographical and background materials has been provided on or before the dates set forth in the section below entitled “Stockholder Proposals for our 2023 Annual Meeting,” the committee will evaluate stockholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates by others, as described above. g—g
Board Diversity Matrix
Board Diversity Matrix (As of April 29, 2022) | ||||||||
Total Number of Directors | 7 | |||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 1 | 6 | — | — | ||||
Part II: Demographic Background | ||||||||
African American or Black | — | — | — | — | ||||
Alaskan Native or Native American | — | — | — | — | ||||
Asian | — | — | — | — | ||||
Hispanic or Latinx | — | — | — | — | ||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||
White | 1 | 6 | — | — | ||||
Two or More Races or Ethnicities | — | — | — | — | ||||
LGBTQ+ | — | |||||||
Did Not Disclose Demographic Background | — |
Communications with Our Board of Directors
Our 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 or she 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 the 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 our board of directors should address such communications to Secretary, Cue Biopharma, Inc., 40 Guest Street, Boston, Massachusetts 02135.
Board Meetings and Attendance
Our board of directors met ten times during our fiscal year 2021, including telephonic meetings. During the year, each of our directors attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served.
Director Attendance at Annual MeetingsMeeting
Although our company does not have a formal policy regarding attendance by members of Stockholders
Each director is encouragedour board of directors at our annual meeting, we encourage all of our directors to attend the Annual Meeting of stockholders. Our lastattend. For our annual meeting of stockholders was held on August 6, 2019. All of our directors serving at the time attended last year’s annual meeting.
Code of Ethics
We have in place a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to2021, all of our directors officers and employees. The Code of Ethics is designed to deter wrongdoing and to promote:
honest and ethical conduct, includingwith terms continuing after the ethical handling of actualmeeting or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosurewho were nominated for re-election at the meeting were in reports and documents that we file with, or submit to, the SEC and in other public communications that we make;
compliance with applicable governmental laws, rules and regulations;
the prompt internal reporting of violations of the Code of Ethics to an appropriate person identified in the Code of Ethics; and
accountability for adherence to the Code of Ethics.
A current copy of the Code of Ethics is available at www.cuebiopharma.com. A copy may also be obtained, free of charge, from us upon a request directed to Cue Biopharma, Inc., 21 Erie Street, Cambridge, Massachusetts 02139, attention: Investor Relations. We intend to disclose any amendments to or waivers of a provision of the Code of Ethics required to be disclosed by applicable SEC rules by posting such information on our website available at www.cuebiopharma.com and/or in our public filings with the SEC.attendance.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of DirectorsCommittees
Our bylaws state that the numberboard of directors constituting the entire Board shall consisthas established an audit committee, a compensation committee, a corporate governance and nominating committee and a science and technology strategy committee, each of one or more members to be determined by resolution of a majority of the whole Board and that the Board has the authority to increase the number of directors, fill any vacancies on the Board and to decrease the number of directors. The number of directors currently fixed by our Board is seven.
Our Board met 11 times during the year ended December 31, 2019. No director attended less than 75 percent of all meetings of the Board and applicable committee meetings in 2019 held during the period for which he was a director. The Board currently has standing Audit, Compensation, Corporate Governance and Nominating, Corporate Development, and Science and Technology Strategy Committees. The Board and each standing committee retains the authority to engage its own advisors and consultants. Each committee hasoperates under a charter that has been approved by the Board. Copiesour board. A copy of the Audit, Compensationaudit committee, compensation committee and corporate governance and nominating committee charters can be found under the “Investors & Media—Corporate Governance and Nominating Committee charters are availableGovernance” section of our website, which is located at www.cuebiopharma.com. Each committee reviews the appropriateness of its charter annually or at such other intervals as such committee determines.www.cuebiopharma.com.
The following table sets forth the current members of the Audit, Compensation, Corporate Governance and Nominating, and Science and Technology Strategy Committees of the Board:
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Committees
Audit Committee. Our Audit Committee consists
The members of our audit committee are Peter Kiener, Frank Morich and Fred Driscoll. Mr. Driscoll Dr. Kieneris the chair of the audit committee. Our audit committee’s responsibilities include:
appointing, approving the compensation of, and Dr. Simon. The Boardassessing the independence of our registered public accounting firm;
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
monitoring our internal control over financial reporting;
establishing policies regarding procedures for the receipt and retention of accounting related complaints and concerns;
meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management;
reviewing and approving or ratifying any related person transactions; and
preparing the audit committee report required by SEC rules.
All audit and non-audit services, other than de minimisnon-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.
Our audit committee held four meetings during 2021. Our board of directors has determined that Mr. Driscoll is an “audit committee financial expert” as defined in applicable SEC rules. We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations. Our board of directors has also determined that each member of the Audit Committee is independent within the meaning of the Nasdaq director independence standards and applicable rules of the SEC forour audit committee members. The Board has elected Mr. Driscoll as Chairperson of the Audit Committeecan read and has determined that he qualifies as an “audit committeeunderstand fundamental financial expert” under the rules of the SEC. The Audit Committee is responsible for assisting the Boardstatements, in fulfilling its oversight responsibilitiesaccordance with respect to financial reports and other financial information. The Audit Committee (1) reviews, monitors and reports to the Board on the adequacy of the Company’s financial reporting process and system of internal controls over financial reporting, (2) has the ultimate authority to select, evaluate and replace the independent auditor and is the ultimate authority to which the independent auditors are accountable, (3) in consultation with management, periodically reviews the adequacy of the Company’s disclosure controls and procedures and approves any significant changes thereto, (4) provides the audit committee report for inclusion in our proxy statement for our annual meeting of stockholders and (5) recommends, establishes and monitors procedures for the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters and the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee met four times in 2019.applicable requirements.
Compensation Committee. Our Compensation Committee presently consists
The members of Dr.our compensation committee are Aaron Fletcher, Dr. KienerTamar Howson and Dr. Simon, each of whomPeter Kiener. Ms. Howson is anon-employee director as defined in Rule16b-3the chair of the Exchange Act. The Boardcompensation committee. Our compensation committee’s responsibilities include:
reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our chief executive officer and our other executive officers;
reviewing and evaluating the chief executive officer’s performance relative to our goals and objectives and establishing the individual elements of the chief executive officer’s total compensation
overseeing and administering our cash and equity incentive plans;
reviewing and making recommendations to our board of directors with respect to director compensation;
has also determined that each member of the Compensation Committee is also an independent director within the meaning of Nasdaq’s director independence standards. Mr. Simon serves as Chairperson of the Compensation Committee. The Compensation Committee (1) discharges the Board’s responsibilities relating to compensation of the Company’s executive officers, including approving individual executive officer compensation, (2) advises the Board concerningnon-employee director compensation, (3) reviewsreviewing and recommendsdiscussing annually with management our “Compensation Discussion and Analysis” disclosure if and to the Boardextent then required by SEC rules; and
preparing the compensation plans, policiescommittee report if and programsto the extent then required by SEC rules.
The compensation committee has the authority to engage independent legal counsel, independent consultants and (4) administersother advisors to review any matter under its responsibility. The compensation committee may form, and implementsdelegate authority to, subcommittees when it deems appropriate. We believe that the Company’s incentivecomposition of our compensation planscommittee meets the requirements for independence under current Nasdaq and equity-based plans. The Compensation Committee met two times in 2019.SEC rules and regulations. Our compensation committee held five meetings during 2021.
Corporate Governance and Nominating Committee. Our Corporate Governance and Nominating Committee consists of Mr. Driscoll, Dr. Morich and Dr. Simon.
The Board has determined that each member of the Corporate Governance and Nominating Committee is an independent director within the meaning of the Nasdaq director independence standards and applicable rules of the SEC. Dr. Simon serves as Chairperson of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee (1) recommends to the Board persons to serve as members of the Board and as members of and chairpersons for the committees of the Board, (2) considers the recommendation of candidates to serve as directors submitted from the stockholders of the Company, (3) assists the Board in evaluating the performance of the Board and the Board committees, (4) advises the Board regarding the appropriate board leadership structure for the Company, (5) reviews and makes recommendations to the Board onour corporate governance and (6) reviewsnominating committee are Fred Driscoll, Tamar Howson and Frank Morich. Dr. Morich is the sizechair of the corporate governance and nominating committee. Our corporate governance and nominating committee’s responsibilities include:
recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees;
reviewing and making recommendations to our board with respect to our board leadership structure;
reviewing and making recommendations to our board with respect to management succession planning;
developing and recommending to our board of directors corporate governance principles;
overseeing our policies with respect to compliance management and any compliance committee established; and
overseeing a periodic evaluation of our board of directors.
We believe that the composition of our corporate governance and nominating committee meets the Boardrequirements for independence under current Nasdaq and recommends to the Board any changes it deems advisable.SEC rules and regulations. The Corporate Governancecorporate governance and Nominating Committee met three times in 2019.nominating committee held two meetings during 2021.
Science and Technology Strategy Committee. Our Science
The members of our science and Technology Strategy Committee consists of Dr.technology strategy committee are Cameron Gray, Frank Morich and Peter Kiener. Dr. Kiener and Dr. Morich. Dr. Kiener serves as Chairpersonis the chair of the Sciencescience and Technology Strategy Committee. The Sciencetechnology strategy committee. Our science and Technology Strategy Committee (1) technology strategy committee’s responsibilities include:
assists the Boardboard of directors in providing counsel to the Company’sour senior management regarding the Company’sour scientific research and development strategies, programs and activities including assessments of strengths, weaknesses/gaps, opportunities and threats faced by the Company, (2) Company;
advises the Boardboard of directors with respect to strategic and tactical scientific issuesissues; and (3)
facilitates development of the Company’sour scientific strategy and in conjunction with the Corporate Development Committee makes recommendations to the Boardboard regarding corporate positioning and technology status.
The 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. The role of our board of directors and its committees is to oversee the risk management activities of management. Our board of directors fulfills this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices.
In general, our board of directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our audit committee oversees risk management activities related to financial controls and legal and compliance risks; our compensation committee oversees risk management activities relating to our compensation policies and practices; and our corporate governance and nominating committee oversees risk management activities relating to management succession planning, the composition of our board of directors, corporate governance and compliance. Each committee reports to the full board of directors on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full board of directors discuss particular risks.
Like other companies in our industry, we continue to actively assess the impact of COVID-19 on our business. We have assembled a cross-disciplinary crisis management team, which includes all of our executive officers, for the continuous monitoring of the rapidly evolving situation and timely measures to support safe and continuous operations and manage our liquidity and financial position. Our board of directors has been actively engaged with management in monitoring the market developments and other effects of COVID-19 pandemic.
Employee, Officer and Director Hedging
Pursuant to our insider trading policy, our directors, officers, employees and/or consultants, as well as any immediate family members sharing the household of any of the foregoing, are prohibited from engaging in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to our company. This prohibition also extends to various forms of hedging transactions or monetization transactions, such as zero-cost collars and forward sale contracts, as they involve the establishment of a short position in our securities.
RoleRule 10b5-1 Sales Plans
Certain of our directors and executive officers have adopted and may in the future adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.
Director Compensation
We maintain a compensation policy for our non-employee directors that is intended to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to the director compensation policy, as revised on October 30, 2018, our non-employee directors receive on an annual basis a $35,000 retainer paid in cash. In addition, the chairman of the board, if he or she is a non-employee director, receives an annual cash retainer of $45,000 and standing committee members receive the annual committee fees set forth below.
Audit Committee Chair: | $ | 15,000 | ||
Audit Committee Member (other than the committee Chair): | $ | 7,500 | ||
Compensation Committee Chair: | $ | 10,000 | ||
Compensation Committee Member (other than the committee Chair): | $ | 5,000 | ||
Science and Technology Strategy Chair: | $ | 10,000 | ||
Science and Technology Strategy Committee Member (other than the committee Chair): | $ | 5,000 | ||
Corporate Governance and Nominating Committee Chair: | $ | 8,000 | ||
Corporate Governance and Nominating Committee (other than the committee Chair): | $ | 4,000 |
Upon initial appointment to the board of directors, a non-employee director is awarded options to purchase 50,000 shares of common stock that vest and become exercisable in eight equal semi-annual installments beginning on the six month anniversary from the grant date. On the first trading day following December 31 of each year, each non-employee director is awarded options to purchase 10,000 shares of common stock. Such options vest and become exercisable on the first anniversary of the grant date. Daniel R. Passeri, one of our directors who also serves as our chief executive officer, does not receive any additional compensation for his service as director. Mr. Passeri is one of our named executive officers and accordingly, the compensation we pay to Mr. Passeri is discussed under “Executive Compensation—Summary Compensation Table” and “Executive Compensation—Narrative to Summary Compensation Table.”
The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a chair of one of our standing committees, during the year ended December 31, 2021.
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | |||||||||
Frederick Driscoll | 54,000 | 93,804 | 147,804 | |||||||||
Aaron Fletcher | 40,000 | 93,804 | 133,804 | |||||||||
Cameron Gray | 40,000 | 93,804 | 133,804 | |||||||||
Tamar Howson | 42,817 | 93,804 | 136,621 | |||||||||
Peter A. Kiener | 57,500 | 93,804 | 151,304 | |||||||||
Frank Morich | 82,188 | 93,804 | 175,993 | |||||||||
Barry Simon | 56,500 | 93,804 | 150,304 |
(1) | The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 8 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. The following table shows the number of shares subject to outstanding option awards held by each non-employee director as of December 31, 2021: |
Director | Shares Subject to Outstanding Stock Option Awards (#) | |||
Frederick Driscoll | 76,000 | |||
Aaron Fletcher | 68,000 | |||
Cameron Gray | 34,000 | |||
Tamar Howson | 60,000 | |||
Peter A. Kiener | 201,344 | |||
Frank Morich | 77,200 | |||
Barry Simon | 163,120 |
Limitation of Liability and Indemnification
Our certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty as a director.
Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.
In addition, our certificate of incorporation provides that we must indemnify our directors and officers and we must advance expenses to our directors and officers in connection with legal proceedings.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, executive officers or persons controlling us, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Report of the Audit Committee of the Board of Directors in Risk Oversight
Enterprise risks are identified and prioritized by management and the Board receives periodic reports from management regarding the most significant risks facing the Company. These risks include, without limitation, the following:
risks and exposures associated with strategic, financial and execution risks and other current matters that may present material risk to our operations, plans, prospects or reputation;
risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters;
risks and exposures relating to corporate governance, and management and director succession planning; and
risks and exposures associated with leadership assessment, and compensation programs and arrangements, including incentive plans.
The Audit Committee is comprised of Frederick Driscoll, Peter Kiener and Barry Simon. None of the current or former members of the Audit Committee is an officer or employee of the Company, and the Board has determined that each member of the Audit Committee meets the independence requirements promulgated by The Nasdaq Stock Market and the SEC, includingRule 10A-3(b)(1) under the Exchange Act.
The Audit Committeeaudit committee oversees the Company’s financial reporting process on behalf of the Boardboard of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls and the certification of the integrity and reliability of the Company’s internal controls procedures. In fulfilling its oversight responsibilities, the Audit Committee hasdirectors. We have reviewed the Company’s audited consolidated financial statements included in the Annual Report on Form10-K for the fiscal year ended December 31, 2019,2021 and has discussed them with bothCompany management and RSM US LLP, (“RSM”),or RSM, the Company’s independent registered public accounting firm. The Audit Committee has also
We have received from, and discussed with, RSM, which is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with accounting principles generally accepted in the United States, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the independent registered public accounting firmaudit committee under generally accepted auditing standards, including the matters required to be discussed by the Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee has reviewed permitted services under rules of the SEC as currently in effect and discussed with RSM its independence from management and the Company, including the matters in the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB, and the SEC. In addition, we have received from RSM the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’sits communications with the Audit Committeeus concerning independence. The Audit Committee has alsoindependence, have considered and discussed the compatibility ofnon-audit services provided bywith the auditors’ independence and have discussed with RSM with that firm’s independence.its independence from management and the Company.
Based on itsthe review of the financial statements and the aforementioned discussions the Audit Committee concluded that it would be reasonablereferred to recommend, and on that basis did recommend,above, we recommended to the Boardboard of Directorsdirectors that the audited consolidated financial statements be included in the Company’s Annual Report.Report on Form 10-K for the year ended December 31, 2021.
This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the audit committee.
Respectfully submitted, by
The Audit Committee of the Audit Committee.Board of Directors
THE AUDIT COMMITTEE:
FrederickFred Driscoll Chair(Chair)
Peter Kiener
Barry SimonFrank Morich
The following table sets forth information regarding our executive officers as of March 31, 2022:
Name | Age | Position(s) | ||
Daniel R. Passeri | 61 | Chief Executive Officer and Director | ||
Anish Suri | 48 | President and Chief Scientific Officer | ||
Kerri-Ann Millar | 52 | Chief Financial Officer | ||
Patricia Nasshorn | 64 | Chief Business Officer | ||
Ken Pienta | 62 | Acting Chief Medical Officer | ||
Colin G. Sandercock | 65 | Senior Vice President, General Counsel and Secretary |
Daniel R. Passeri is discussed above under “Information Regarding Director Nominees.”
Anish Suri has been our Chief Scientific Officer since May 2018 and our President since October 2019. Prior to joining Cue Biopharma, he held roles of increasing responsibility at Janssen Pharmaceutical Companies of Johnson & Johnson, or Janssen, most recently as Senior Director at Janssen Immunosciences in Beerse, Belgium from July 2015 to May 2018 and, prior to that, as Senior Director from January 2015 to July 2015 and as Scientific Director from April 2013 to January 2015. His core responsibilities at Janssen included providing strategic leadership and guidance for new initiatives focused on parsing the specificity and diversity of the immune repertoire to enable antigen-specific immuno-therapies and related applications in cancer immunity; tolerogenic approaches for autoimmune diseases; and harnessing immune-monitoring to enable a deeper understanding of transition states from health to disease. Dr. Suri joined Janssen from Bristol-Myers Squibb, or BMS, in 2013, where he was responsible for providing strategic guidance to immuno-oncology and immunology drug-discovery programs. Prior to BMS, Dr. Suri was an Assistant Professor of Pathology and Immunology at Washington University School of Medicine, St. Louis. Dr. Suri received his B.S. in Biology from Angelo State University, San Angelo, TX and his Ph.D. in Immunology from Washington University in St. Louis.
Kerri-Ann Millar has been our Chief Financial Officer since August 2020. Previously, she served as Vice President of Finance since May 2018 and as Corporate Controller from September 2017 to May 2018. Prior to joining Cue Biopharma, Ms. Millar served as Corporate Controller of Flexion from March 2014 to September 2017. From May 2005 to March 2014, Ms. Millar served as Finance Specialist for Curis. Ms. Millar holds a B.S. in accounting and finance from Boston University and is a Certified Public Accountant.
Patricia Nasshorn has been our Chief Business Officer since December 2021. Prior to joining Cue Biopharma, Ms. Nasshorn served as a business development consultant for several pharmaceutical companies, including Cue Biopharma, from July 2021 to December 2021. During her career she has served as the business development executive in residence at Care Capital, LLC and held multiple executive, business development and marketing positions at leading healthcare companies, including Merck and Company Inc., Johnson & Johnson and Bristol-Myers Squibb. Ms. Nasshorn received a B.S. in Marketing and Finance and an MBA from Temple University.
Ken Pienta has been our Acting Chief Medical Officer since April 2017 pursuant to a consulting agreement with us. He also currently serves as the Donald S. Coffey Professor of Urology and Professor of Oncology and Pharmacology and Molecular Sciences at the Johns Hopkins University School of Medicine and as the Director of Research for the Brady Urological Institute. He previously served as a director of Curis from March 2013 to May 2017. From 1995 to 2013, Dr. Pienta was the Director of the Prostate Specialized Program of Research Excellence (SPORE) at The University of Michigan. He is a two-time American Cancer Society Clinical Research Professor Award recipient, is the author of more than 450 peer-reviewed articles, and has been the principal investigator on numerous local and national clinical trials. Dr. Pienta received a B.A. in human biology and an M.D. from Johns Hopkins University.
Colin G. Sandercock has been our Senior Vice President, General Counsel and Secretary since December 2017. Prior to joining Cue Biopharma, he was a partner at Perkins Coie LLP from July 2010 to December 2017,
practicing in the areas of patent litigation, procurement, management and enforcement of domestic and foreign patent portfolio, licensing disputes, trademark disputes, and opinions relating to infringement, validity and freedom to operate. Mr. Sandercock holds a B.S. in Chemistry and Mathematics from Moravian College, a Materials Science & Engineering (M.S.E.) degree in Chemical and Biochemical Engineering from the University of Pennsylvania and a J.D. from Catholic University, Columbus School of Law.
EXECUTIVE COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and motivating highly skilled management, which is necessary to achieve our financial and strategic objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business needs and circumstances. The principal elements of our executive compensation program have to date included base salary and long-term equity compensation in the form of stock options. We believe successful long-term Companycompany performance is more critical to enhancing stockholder value than short-term results. For this reason and to conserve cash and better align the interests of management and our stockholders, we emphasize long-term performance-based equity compensation over base annual salaries.
The following table sets forth information concerningThis section describes the material elements of compensation awarded to, or earned by, the individual that served as our Principal Executive Officerprincipal executive officer during 20192021 and our two most highly compensated executive officers other than our principal executive officer during 2021, who we refer to collectively as the individual who served as our Principal Executive Officer during 2019 (collectively, the “namednamed executive officers”):officers:
2019 Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2021 and 2020.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | TOTAL ($) | |||||||||||||||||||||
Daniel R. Passeri | 2019 | 395,000 | 187,625 | — | 610,225 | 5,764 | 1,198,614 | |||||||||||||||||||||
Chief Executive Officer | 2018 | 345,000 | 103,500 | — | 381,163 | 4,195 | 833,858 | |||||||||||||||||||||
Colin Sandercock | 2019 | 285,000 | 95,760 | — | 244,090 | 664 | 625,514 | |||||||||||||||||||||
Senior Vice President, General Counsel and Secretary | 2018 | 275,000 | 55,000 | — | — | 220 | 330,220 | |||||||||||||||||||||
Anish Suri | 2019 | 366,250 | 376,524 | 753,000 | 3,059,956 | 4,084 | 4,559,814 | |||||||||||||||||||||
President and Chief Scientific Officer | 2018 | (4) | 207,863 | 106,500 | — | 2,854,488 | 53,085 | 3,221,156 |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||||||||
Daniel R. Passeri | 2021 | 530,974 | 239,050 | — | 1,046,053 | 4,680 | 1,820,756 | |||||||||||||||||||||
Chief Executive Officer | 2020 | 501,154 | 244,625 | 2,844,000 | 2,246,235 | 5,772 | 5,841,786 | |||||||||||||||||||||
Kerri-Ann Millar | 2021 | 374,231 | 118,125 | — | 861,455 | 4,200 | 1,358,011 | |||||||||||||||||||||
Chief Financial Officer | 2020 | 292,500 | 108,063 | 397,400 | 1,392,578 | 4,092 | 2,194,633 | |||||||||||||||||||||
Anish Suri | 2021 | 436,542 | 157,248 | — | 922,988 | 4,450 | 1,521,227 | |||||||||||||||||||||
President and Chief Scientific Officer | 2020 | 420,000 | 159,600 | 709,500 | 835,478 | 4,092 | 2,128,670 |
(1) | Salary refers to base salary compensation paid through our normal payroll process in the calendar year. |
(2) | Bonus refers to bonuses paid in the following year based on achievement of corporate goals in the year shown. |
(3) | The amounts shown in this column indicate the grant date fair value of stock awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see |
The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see |
The amounts shown in this column |
Narrative to Summary Compensation Table Base Salary. We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. |
In February 2021, the board of directors increased the base salary, effective January 1, 2021, for Mr. Passeri, Ms. Millar and Dr. Suri to $531,223, $375,000 and $436,800, respectively.
In February 2022, the board of directors increased the base salaries, effective January 1, 2022, for Mr. Passeri, Ms. Millar and Dr. Suri to $586,592, $428,125 and $464,288, respectively, or the Originally Approved 2022 Salaries. However, in March 2022, in connection with our determination to prioritize and strategically focus on our oncology programs in our IL-2 based CUE-100 series, the board of directors approved voluntary salary reductions, retroactive to January 1, 2022, for Mr. Passeri, Ms. Millar and Dr. Suri to $336,592, $398,125 and $400,000, respectively.
Annual Bonus. Our board of directors may, in its discretion, award bonuses to our named executive officers from time to time. Our letter agreements with our named executive officers provide that they will be eligible for annual performance-based bonuses up to a specified percentage of their salary, subject to approval by our board of directors. We typically establish annual bonus targets based around a set of specified corporate goals for our named executive officers and conduct an annual performance review to determine the attainment of such goals. Our management may propose bonus awards to our compensation committee primarily based on such review process. Our board of directors makes the final determination of the eligibility requirements for and the amount of such bonus awards based on the recommendation of the compensation committee. The final evaluation made by our board of directors does not involve a predetermined mathematical formula.
Target bonuses as a percentage of annual salary for 2021 were 50% in the case of Mr. Passeri, 40% in the case of Ms. Millar and 40% in the case of Dr. Suri. For 2021, the categories of corporate goals that we used to propose performance-based bonuses to our compensation committee included corporate strategy, advancing our portfolio and platform, clinical development, corporate development, financing and general and administrative expenses, and organizational effectiveness. Based on our achievement or partial achievement, on or before our projected timeline, of specific goals within each category, the board of directors determined that we achieved 90% of the specified corporate goals for 2021. The board of directors approved performance-based bonuses for our named executive officers upon consideration of these corporate achievements, along with subjective factors related to each named executive officer’s individual performance, responsibilities and then-existing compensation levels. With respect to 2021, the board of directors awarded bonuses of $239,050, $118,125 and $157,248 to Mr. Passeri, Ms. Millar and Dr. Suri, respectively, in each case based on achievement of corporate goals in 2021, with such amount representing 90% of each such officer’s performance bonus target for 2021.
In February 2022, target bonuses as a percentage of annual salary for 2022 for Mr. Passeri, Ms. Millar and Dr. Suri were set at 50%, 40% and 40%, respectively. In March 2022, the board of directors determined that 2022 target bonus eligibility be calculated based on the named executive officer’s Originally Approved 2022 Salary.
Equity Incentives. Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incents our executive officers to remain in our employment during the vesting period. Accordingly, our board of directors periodically reviews the equity incentive compensation of our named executive officers and generally plans to annually grant equity incentive awards to them in the form of stock option awards. In addition to our annual grants to current employees, we typically grant stock option awards at the start of employment to each executive and our other employees. We have retained discretion to provide additional targeted grants in certain circumstances.
We award our stock options on the date our board of directors approves the grant. We set the option exercise price and grant-date fair value based on our per-share estimated valuation on the date of grant. For grants in connection with initial employment, vesting begins on the initial date of employment. Time vested stock option
grants to our executives and other employees typically vest in eight equal semi-annual installments, through the fourth anniversary of the vesting commencement date, and have a term of ten years from the grant date.
In February 2021, we granted options to purchase 85,000, 70,000 and 75,000 shares of our common stock to Mr. Passeri, Ms. Millar and Dr. Suri, respectively, at an exercise price of $15.55. Such options vest in eight equal semi-annual installments beginning August 10, 2021.
In February 2022, we granted options to purchase 85,000 and 82,000 shares of our common stock to Ms. Millar and Dr. Suri, respectively, at an exercise price of $6.91. Such options vest in eight equal semi-annual installments beginning August 9, 2022. In March 2022, we granted options to purchase 100,000, 10,000 and 21,333 shares of our common stock to Mr. Passeri, Ms. Millar and Dr. Suri, respectively, at an exercise price of $5.01. Such options vest in eight equal semi-annual installments beginning September 25, 2022.
Outstanding Equity Awards at 2019 FiscalYear-End Year End 2021
The following table providessets forth information regarding equityall outstanding stock options and stock awards held by theeach of our named executive officers as of December 31, 2019.2021.
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | |||||||||||||||||||||
Daniel R. Passeri | 408,549 | 136,183 | (1) | 2.86 | 08/29/2023 | |||||||||||||||||||||||
Chief Executive Officer | 50,000 | 50,000 | (2) | 11.54 | 07/23/2025 | |||||||||||||||||||||||
15,625 | 109,375 | (3) | 6.42 | 03/06/2029 | ||||||||||||||||||||||||
Colin Sandercock | 75,000 | 75,000 | (4) | 7.50 | 12/27/2024 | |||||||||||||||||||||||
Senior Vice President, GeneralCounsel and Secretary | 100,000 | 35,000 | (2) | 7.50 | 12/27/2024 | |||||||||||||||||||||||
6,250 | 43,750 | (3) | 6.42 | 03/06/2029 | ||||||||||||||||||||||||
Anish Suri | 93,750 | 156,250 | (5) | 14.32 | 05/14/2025 | 66,667 | 1,058,672 | (7) | ||||||||||||||||||||
President and ChiefScientific Officer | 7,500 | 12,500 | (5) | 8.26 | 08/14/2025 | |||||||||||||||||||||||
50,000 | 50,000 | (2) | 11.54 | 07/23/2025 | ||||||||||||||||||||||||
18,750 | 131,250 | (3) | 6.42 | 03/60/2029 | ||||||||||||||||||||||||
400,000 | (6) | 7.53 | 10/03/2019 |
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(10) | ||||||||||||||||||
Daniel R. Passeri | 544,732 | — | 2.86 | 8/29/2023 | 75,000 | 848,250 | ||||||||||||||||||
Chief Executive Officer | 50,000 | — | 11.54 | 7/23/2025 | — | — | ||||||||||||||||||
78,125 | 46,875 | (1) | 6.42 | 3/6/2029 | — | — | ||||||||||||||||||
56,250 | 93,750 | (2) | 18.96 | 2/10/2030 | — | — | ||||||||||||||||||
10,625 | 74,375 | (9) | 15.55 | 2/10/2031 | ||||||||||||||||||||
Kerri-Ann Millar | 53,749 | — | 7.50 | 12/27/2024 | 6,667 | 75,404 | ||||||||||||||||||
Chief Financial Officer | 43,750 | 6,250 | (3) | 11.54 | 7/23/2025 | — | — | |||||||||||||||||
18,750 | 11,250 | (1) | 6.42 | 3/6/2029 | ||||||||||||||||||||
11,250 | 18,750 | (4) | 16.26 | 2/5/2030 | — | — | ||||||||||||||||||
16,250 | 48,750 | (5) | 19.87 | 8/21/2030 | ||||||||||||||||||||
8,750 | 61,250 | (9) | 15.55 | 2/10/2031 | ||||||||||||||||||||
Anish Suri | 218,750 | 31,250 | (6) | 14.32 | 5/14/2025 | — | — | |||||||||||||||||
President and Chief Scientific Officer | 7,500 | 2,500 | (7) | 8.26 | 8/14/2025 | 16,668 | 188,515 | |||||||||||||||||
50,000 | — | 11.54 | 7/23/2025 | — | — | |||||||||||||||||||
48,750 | 56,250 | (1) | 6.42 | 3/6/2029 | — | — | ||||||||||||||||||
200,000 | 200,000 | (8) | 7.53 | 10/3/2029 | — | — | ||||||||||||||||||
24,375 | 40,625 | (5) | 16.26 | 2/5/2030 | — | — | ||||||||||||||||||
9,375 | 65,625 | (9) | 15.55 | 2/10/2031 |
(1) |
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(2) |
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(3) |
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(4) |
|
|
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(5) | This option was granted on August 21, 2020, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from February 21, 2021. |
(6) | This option was granted on May 14, 2018, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from November 14, 2018. |
(7) | This option was granted on August 14, 2018. 2,500 shares underlying the option vested on November 14, 2018 and the remaining 17,500 shares underlying the option are scheduled to vest in seven equal semi-annual installments thereafter until May 14, 2022. |
(8) | This option was granted on October 3, 2019, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from April 3, 2020. |
This option was granted on February 10, 2021, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 10, 2021. |
(10) | The market value of unvested and unearned restricted stock units is based on the closing price of our common stock on December 31, |
Equity Compensation Plan Information
The following table presents information on the Company’s equity compensation plans as of December 31, 2019. All outstanding awards relate to our common stock.
Plan Category | 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 Outstanding) | |||||||||
Equity compensation plans approved by security holders | 6,049,747 | $ | 7.20 | 465,105 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 6,049,747 | $ | 7.20 | 465,105 |
Employment Agreements and Change of Control Arrangements
Employment Agreements
The following is a summary of the employment arrangements with our named executive officers.
Daniel R. Passeri.Passeri. We entered into an employment agreement with Mr. Passeri effective August 29, 2016, which was subsequently amended and restated on October 3, 2019, and February 10, 2020, (asand March 4, 2021, or, as so amended and restated, the “PasseriPasseri Employment Agreement”).Agreement. The term of the Passeri Employment Agreement ends on March 31, 2021,continues until and continues ona year-to-year basisunless terminated sooner pursuant to its terms. Mr. Passeri’s annual base salary for the fiscal year ended December 31, 2019 was $395,000 and increased to $515,000 effective upon the February 10, 2020 amendment and restatement of the Passeri Employment Agreement. For the fiscal year 2018, Mr. Passeri was eligible for an annual incentive bonus of up to 30% of his base salary based upon achievement of performance-based objectives established by our Board;board; effective upon the October 3, 2019 amendment and restatement of the Passeri Employment Agreement, this amount was increased to 50%. Upon the February 10, 2020 amendment and restatement of the Passeri Employment Agreement, Mr. Passeri received (i) a grant of 150,000 stock options, which becomes exercisable over four years in eight equal semi-annual installments beginning six months after the option’s date of grant and (ii) a grant of 150,000 restricted stock units, in which one half shall vest on September 30, 2021 and the balance shall vest on March 31, 2022.
If Mr. Passeri’s employment is terminated due to his death or disability, Mr. Passeri will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) any annual bonus earned but unpaid prior to the date of termination, (iii) reimbursement of any unreimbursed business expenses incurred through the date of termination, (iv) any accrued but unused vacation time in accordance with Cue policy, which shall be prorated for any year in which Mr. Passeri’s employment is terminated, (v) all other payments, benefits or fringe benefits to which Mr. Passeri is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and (vi) an annual bonus for the year in which such termination occurs, determined and payable as though no such termination had occurred. If Mr. Passeri’s employment is terminated without Cause or he resigns for Good Reason (as such terms are defined in the Passeri Employment Agreement), he will be entitled to receive each of the benefits described in the foregoing clauses (i)-(v) and, (a) subject to the terms and provisions of the Passeri Employment Agreement, a lump sum cash payment in an amount equal to the sum of (1) the target annual bonus for the year of termination, prorated based on the number of days that Mr. Passeri is employed in such year through the date of termination plus (2) 12 months of base salary, (b) subject to the terms and provisions of the Passeri Employment Agreement, if Mr. Passeri elects COBRA coverage for health and/or dental insurance, monthly premium payments for such coverage until the earliest of: (1) 18 months from the termination date; (2) the date he obtains new employment that offers health and/or dental coverage that is reasonably comparable to that offered by Cue; or (3) the date COBRA continuation coverage would otherwise terminate; and (c) the acceleration of outstanding equity awards by a period of twelve (12) months; provided, for purposes of that equity awards with performance-based vesting conditions, (“or Performance Awards”),Awards, Mr. Passeri will be treated as having remained in service for an additional 12 months
following actual termination/resignation, provided that Performance Awards will not become vested or earned solely as a result of such treatment, and the vesting and earning of all Performance Awards will remain subject to the attainment of all applicable performance goals, and such awards, if and to the extent they become earned and vested, will be payable at the same time as under the applicable award agreement. If Mr. Passeri’s employment is terminated for Cause or he resigns without Good Reason, he will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) reimbursement of any unreimbursed business expenses incurred through the date of termination, (iii) any accrued but unused vacation time in accordance with Cue policy, which shall be prorated for any year in which Mr. Passeri’s employment is terminated, (iv) all other payments, benefits or fringe benefits to which Mr. Passeri is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant.
Pursuant to the Passeri Employment Agreement, if Mr. Passeri’s employment is terminated by Cue other than for Cause or his death or disability or by Mr. Passeri for Good Reason 90 days prior to or upon or within 24 months following a Change of Control (as defined in our 2016 Omnibus Incentive Plan, (the “Plan”))or the Plan), (i) 100% of his equity awards other than Performance Awards will become fully vested as of the date of such
termination/resignation and remain exercisable (if exercisable) until the earlier of one year following such termination/resignation or the expiration of such equity awards pursuant to the terms of the applicable award agreements and (ii) the service-based vesting conditions of any Performance Awards will be deemed fully satisfied and such performance goals applicable to the Performance Awards will be deemed to be achieved at the greater of target or actual performance as of the Change of Control, and such Performance Awards will remain exercisable (if exercisable) until the earlier of one year from such termination/resignation or the expiration of the Performance Awards pursuant to the terms of the applicable award agreements.
Under the Passeri Employment Agreement, Mr. Passeri is subject to confidentiality, noncompetition and nonsolicitation provisions that survive the term of his employment.
Kerri-Ann Millar. We entered into an employment agreement with Ms. Millar effective August 21, 2020 in connection with her appointment as Chief Financial Officer. The term of the employment agreement continues on a year-to-year basis unless terminated sooner pursuant to the terms of the employment agreement. Ms. Millar’s current annual base salary is $325,000, and she is eligible for an annual incentive bonus of up to 35% of her base salary based upon achievement of performance-based objectives established by the compensation committee of our board. Upon the completion of our initial public offering, Ms. Millar was granted (i) a ten-year option to purchase 65,000 shares of our common stock, which becomes exercisable over four years in eight equal semi-annual installments beginning six months after the option’s date of grant and (ii) a grant of 20,000 restricted stock units, in which one third of the RSUs shall vest on the applicable Grant Date (as defined in the Plan) and the balance shall become exercisable in two equal annual installments on the first and second anniversaries of the applicable Grant Date.
If Ms. Millar’s employment is terminated due to her death or disability, Ms. Millar will be entitled to receive (i) any unpaid salary through the date of termination, (ii) any annual bonus earned but unpaid prior to the date of termination, (iii) reimbursement of any business expenses incurred through the date of termination, (iv) any accrued but unused vacation time, (v) all other payments, benefits or fringe benefits to which Ms. Millar is entitled under the terms of any applicable compensation arrangement or benefit plan, (vi) an annual bonus for the year in which such termination occurs, determined and payable as though no such termination had occurred. If Ms. Millar’s employment is terminated without Cause or she resigns for Good Reason, she will be entitled to receive each of the benefits described in the foregoing clauses (i)-(v) and, subject to the terms and provisions of the employment agreement, (a) a lump sum cash payment in an amount equal to (1) the annual bonus, prorated based on the number of days that Ms. Millar is employed in such year through the date of termination plus (2) nine (9) months of base salary; and (b) if Ms. Millar elects COBRA coverage for health and/or dental insurance, monthly premium payments for such coverage until the earliest of: (1) 9 months from the termination date; (2) the date she obtains new employment that offers health and/or dental coverage that is reasonably comparable to that offered by Cue; or (3) the date COBRA continuation coverage would otherwise terminate. If
Ms. Millar’s employment is terminated for Cause or she resigns without Good Reason, she will be entitled to receive (i) any unpaid salary through the date of termination, (ii) reimbursement of any unreimbursed business expenses incurred through the date of termination, (iii) any accrued but unused vacation time, and (iv) all other payments, benefits or fringe benefits to which Ms. Millar is entitled under the terms of any applicable compensation arrangement or benefit plan. Any severance to which Ms. Millar may be entitled pursuant to her employment agreement is subject to her timely execution and non-revocation of a release agreement with Cue.
Under her employment agreement, Ms. Millar is subject to confidentiality, noncompetition and nonsolicitation provisions that survive the term of her employment.
Anish Suri.Suri. We entered into an employment agreement with Dr. Suri effective April 10, 2018, which was subsequently amended and restated on October 3, 2019, (asor, as so amended and restated, the “SuriSuri Employment Agreement”).Agreement. The term of the Suri Employment Agreement continues through December 31, 2022 and, unless terminated sooner pursuant to its terms, continues ona year-to-year basis thereafter. Dr. Suri’s annual base salary of $325,000 from his joining Cue in April 2018 was increased to $400,000 effective upon the October 3, 2019 amendment and restatement of the Suri Employment Agreement. In 2018, Mr.Dr. Suri was eligible to receive an annual incentive bonus of up to 30% of his base salary based upon the achievement of performance-based objectives determined by the Compensation Committeecompensation committee of our Board.board. For 2019, he was eligible to receive an annual incentive bonus of up to $160,000, subject to achievement of performance-based objectives established by the Compensation Committeecompensation committee of our Board,board, and for each subsequent year, Dr. Suri is eligible for an annual incentive bonus of no less than 40% of his base salary based upon achievement of performance-based objectives established by our Board.board. Upon the October 3, 2019 amendment and restatement of the Suri Employment Agreement, Mr. Suri received (i) a grant of 400,000 stock options, which becomes exercisable over four years in eight equal semi-annual installments beginning six months after the option’s date of grant, (ii) a grant of 100,000 restricted stock units, in which one third shall vest on the Grant Date (as defined in the Plan), and the balance shall become exercisable in two equal annual installments on the first and second anniversaries of the applicable Grant Date and (iii) a signing bonus of $130,000 (ona net after-tax basis) and, pursuant to the Suri Employment Agreement, on March 31, 2020 Dr. Suri received a grant of 50,000 restricted stock units.
If Dr. Suri’s employment is terminated due to his death or disability, Dr. Suri will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) any annual bonus earned but unpaid prior to the date of termination, (iii) reimbursement of any unreimbursed business expenses incurred through the date of termination, (iv) any accrued but unused vacation time in accordance with Cue policy, which shall be prorated for any year in which Dr. Suri’s employment is terminated, (v) all other payments, benefits or fringe benefits to which Dr. Suri is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and (vi) an annual bonus for the year in which such termination occurs, determined and payable as though no such termination had occurred. If Dr. Suri’s employment is terminated without Cause or he resigns for Good Reason (as such terms are defined in the Suri Employment Agreement), he will be entitled to receive each of the benefits described in the foregoing clauses (i)-(v) and, (a) subject to the terms and provisions of the Suri Employment Agreement, a lump sum cash payment in an amount equal to the sum of (1) the target annual bonus for the year of termination plus (2) 12 months of base salary, (b) subject to the terms and provisions of the Suri Employment Agreement, if Dr. Suri elects COBRA coverage for health and/or dental insurance, monthly premium payments for such coverage until the earliest of: (1) 1812 months from the termination date; (2) the date he obtains new employment that offers health and/or dental coverage that is reasonably comparable to that offered by Cue; or (3) the date COBRA continuation coverage would otherwise terminate; and (c) the potential partial or full acceleration of outstanding equity awards in certain termination events by a period of twelve (12) months; provided, for purposes of that Performance Awards, Dr. Suri will be treated as having remained in service for an additional 12 months following actual termination/resignation, provided that Performance Awards will not become vested or earned solely as a result of such treatment, and the vesting and earning of all Performance Awards will remain subject to the attainment of all applicable performance goals, and such awards, if and to the extent they become earned and vested, will be payable at the same time as under the applicable award agreement. If Dr. Suri’s employment is terminated for Cause or he resigns without Good
Reason, he will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) reimbursement of any unreimbursed business expenses incurred through the date of termination,
(iii) any accrued but unused vacation time in accordance with Cue policy, which shall be prorated for any year in which Dr. Suri’s employment is terminated, (iv) all other payments, benefits or fringe benefits to which Dr. Suri is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant.
Pursuant to the Suri Employment Agreement, if Dr. Suri’s employment is terminated by Cue other than for Cause or his death or disability or by Mr. Passeri for Good Reason 90 days prior to or upon or within 24 months following a Change of Control (as defined in the Plan), (i) 100% of his equity awards other than Performance Awards will become fully vested as of the date of such termination/resignation and remain exercisable (if exercisable) until the earlier of one year following such termination/resignation or the expiration of such equity awards pursuant to the terms of the applicable award agreements and (ii) the service-based vesting conditions of any Performance Awards will be deemed fully satisfied and such performance goals applicable to the Performance Awards will be deemed to be achieved at the greater of target or actual performance as of the Change of Control, and such Performance Awards will remain exercisable (if exercisable) until the earlier of one year from such termination/resignation or the expiration of the Performance Awards pursuant to the terms of the applicable award agreements.
Under his employment agreement, Dr. Suri is subject to confidentiality, noncompetition and nonsolicitation provisions that survive the term of his employment.
Colin SandercockEQUITY COMPENSATION PLAN INFORMATION. We entered into an employment agreement with Mr. Sandercock effective November 15, 2017 for employment beginning December 2017.
The initial termfollowing table presents information on the Company’s equity compensation plans as of the employment agreement ended on December 31, 2018, but has continued on2021. As of December 31, 2021, we had two equity compensation plans, our 2016 Omnibus Incentive Plan and our 2016 a year-to-year basisNon-Employee and will continue do so unless terminated sooner pursuantEquity Incentive Plan, each of which was approved by our stockholders. All outstanding awards relate to the terms of the employment agreement. Mr. Sandercock’s current annual base salary is $285,000, and he is eligible for an annual incentive bonus of up to 35% of his base salary based upon achievement of performance-based objectives established by the Compensation Committee of our Board. Upon the completion of our initial public offering, Mr. Sandercock was granted (i) a seven-year option to purchase 150,000 shares of our common stock, which becomes exercisable over four years in eight equal semi-annual installments beginning six months after the option’s date of grant and (ii) a seven-year option to purchase 100,000 shares of our common stock, which becomes exercisable at each of the first two anniversaries of Mr. Sandercock’s hiring date upon the Compensation Committee’s determination that certain prescribed goals have been obtained (the “Performance Grant”). In December 2018, the Performance Grant with respect to 65,000 shares of common stock became exercisable and in February 2020, the Performance Grant with respect to 35,000 shares of common stock become exercisable.
If Mr. Sandercock’s employment is terminated due to his death or disability, Mr. Sandercock will be entitled to receive (i) any unpaid salary through the date of termination, (ii) any annual bonus earned but unpaid prior to the date of termination, (iii) reimbursement of any business expenses incurred through the date of termination, (iv) any accrued but unused vacation time, (v) all other payments, benefits or fringe benefits to which Mr. Sandercock is entitled under the terms of any applicable compensation arrangement or benefit plan, (vi) an annual bonus for the year in which such termination occurs, determined and payable as though no such termination had occurred, and (vii) three months of base salary, with such lump sum payable on the first payroll date that occurs more than 60 days after termination. If Mr. Sandercock’s employment is terminated without Cause or he resigns for Good Reason, he will be entitled to receive each of the benefits described in the foregoing clauses (i)-(v) and, subject to the terms and provisions of the employment agreement, a lump sum cash payment in an amount equal to (A) the annual bonus, prorated based on the number of days that Mr. Sandercock is employed in such year through the date of termination plus (B) six (6) months of base salary plus (C) if Mr. Sandercock elects to continue insurance under COBRA following termination, premiums for such coverage forthe six-month period after termination. If Mr. Sandercock’s employment is terminated for Cause or he resigns without Good Reason, he will be entitled to receive (i) any unpaid salary through the date of termination, (ii) reimbursement of any unreimbursed business expenses incurred through the date of termination, (iii) any accrued but unused vacation time, and (iv) all other payments, benefits or fringe benefits to which Mr. Sandercock is entitled under the terms of any applicable compensation arrangement or benefit plan.
Under his employment agreement, Mr. Sandercock is subject to confidentiality, noncompetition and nonsolicitation provisions that survive the term of his employment.
Director Compensation
We maintain a compensation policy for ournon-employee directors (the “Director Compensation Policy”) that is intended to enable us to attract and retain, on a longer term basis, high qualifiednon-employee directors. Pursuant to the director compensation policy, as revised on October 30, 2018, ournon-employee directors receive on an annual basis a $35,000 retainer paid in cash. In addition, the chairman of the Board, if he or she is anon-employee director (the“Non-Employee Chairman”) receives an annual cash retainer of $45,000 and standing committee members receive the annual committee fees set forth below.stock.
Audit Committee Chair: | $ | 15,000 | ||
Audit Committee Member (other than the committee Chair): | $ | 7,500 | ||
Compensation Committee Chair: | $ | 10,000 | ||
Corporate Development Committee Member (other than the committee Chair): | $ | 5,000 | ||
Corporate Development Committee Chair: | $ | 10,000 | ||
Science and Technology Strategy Committee Member (other than the committee Chair): | $ | 5,000 | ||
Science and Technology Strategy Committee Chair: | $ | 10,000 | ||
Compensation Committee Member (other than the committee Chair): | $ | 5,000 | ||
Corporate Governance and Nominating Committee Chair: | $ | 8,000 | ||
Corporate Governance and Nominating Committee Member (other than the committee Chair): | $ | 4,000 |
Upon initial appointment to the Boarda non-employee director is awarded options to purchase 50,000 shares of common stock that vest and become exercisable in eight equal semi-annual installments. On the first trading day following December 31 of each year,each non-employee director other thanthe Non-Employee Chairman is awarded Options to purchase 8,000 shares of Common Stock andthe Non-Employee Chairman is awarded options to purchase 9,600 shares of Common Stock. Such options vest and become exercisable on the first anniversary of the grant date.
The following table sets forth information with respect to compensation earned by or awarded to each of our independent directors who served on the Board during the year ended December 31, 2019.
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation | Total ($) | ||||||||||||
Frederick Driscoll | 60,500 | 28,256 | — | 88,756 | ||||||||||||
Anthony DiGiandomenico(2) | 26,250 | 28,256 | — | 54,506 | ||||||||||||
Cameron Gray | 45,000 | 28,256 | — | 73,256 | ||||||||||||
Aaron Fletcher(3) | 8,750 | 289,775 | — | 298,525 | ||||||||||||
Peter A. Kiener | 66,500 | 28,256 | — | 94,756 | ||||||||||||
Christopher Marlett(4) | 35,000 | 28,256 | — | 63,256 | ||||||||||||
Steven McKnight(4) | 60,875 | 28,256 | — | 89,131 | ||||||||||||
Frank Morich | 50,000 | 28,256 | — | 78,256 | ||||||||||||
Barry Simon | 100,500 | 33,907 | — | 134,407 |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights(1) | Number of securities Remaining available for future issuance (excluding securities outstanding) | |||||||||
Equity compensation plans approved by security holders | 6,604,472 | $ | 10.05 | 577,390 | (2) | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 6,604,472 | $ | 10.05 | 577,390 |
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PROPOSAL 2—APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
Our Board is seeking stockholder approval of an amendment to our Certificate of Incorporation that would increase the number of authorized shares of common stock from 50,000,000 to 100,000,000. The proposed Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) is attached hereto as Appendix A.
The newly authorized shares of common stock would have the same rights as the currently outstanding shares of our common stock. As of May 18, 2020, [●] shares of our common stock were issued and outstanding, [●] shares were subject to outstanding option unit awards, [●] shares were subject to outstanding restricted stock unit awards, [●] shares were subject to outstanding warrants and [●] shares of our common stock were reserved for future issuance under our equity compensation plans. Accordingly, [●] of the 50,000,000 authorized shares of our common stock are currently issued or reserved while [●] of the authorized shares of our common stock remain available for future issuance.
Reasons for the Increase in Authorized Shares
Our Board believes it would be prudent and advisable to have the additional shares available to provide additional flexibility regarding the potential use of shares of common stock for business and financial purposes in the future. Having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our authorized shares. The additional shares could be used for various purposes without further stockholder approval. These purposes may include: (i) raising capital, if we have an appropriate opportunity, through offerings of common stock or securities that are convertible into common stock; (ii) expanding our business through potential strategic transactions, including mergers, acquisitions, and other business combinations or acquisitions of new technologies or products; (iii) establishing strategic relationships with other companies; (iv) exchanges of common stock or securities that are convertible into common stock for other outstanding securities; (v) providing equity incentives to attract and retain employees, officers or directors; and (vi) other purposes.
Potential Effects of the Proposed Amendment
If the proposed amendment is approved by our stockholders, the additional authorized shares of common stock would have rights identical to our currently outstanding common stock. Our Certificate of Incorporation also currently authorizes the issuance of 10,000,000 shares of preferred stock, none of which are issued or outstanding.
The proposed amendment to the Certificate of Incorporation would not change the authorized number of shares of preferred stock. Future issuances of shares of common stock or securities convertible into shares of common stock could have a dilutive effect on our earnings per share, book value per share and the voting interest and power of current stockholders since holders of common stock are not entitled to preemptive rights.
SEC rules require disclosure of the possible anti-takeover effects of an increase in authorized capital stock and other charter and bylaw provisions that could have an anti-takeover effect. Although we have not proposed the increase in the number of authorized shares of common stock with the intent of using the additional shares to prevent or discourage any actual or threatened takeover of the Company, under certain circumstances, such shares could have an anti-takeover effect. The additional shares could be issued to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company or could be issued to persons allied with the Board or management and thereby have the effect of making it more difficult to remove directors or members of
management by diluting the stock ownership or voting rights of persons seeking to effect such a removal. Accordingly, if the proposed amendment is approved, the additional shares of authorized common stock may render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of common stock, or the replacement or removal of members of the Board or management.
Implementation of the Authorized Share Increase
Following stockholder approval of this proposal, the authorized share increase would be implemented by our filing the Certificate of Amendment with the Secretary of State of the State of Delaware. However, at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, the Board reserves the right to abandon this proposal and to not file the Certificate of Amendment, even if approved by the stockholders of the Corporation, if the Board, in its discretion, determines that such amendment is no longer in the best interests of the Corporation or its stockholders.
Vote Required for Approval
Approval of the Certificate of Amendment requires the affirmative vote of the holders of a majority of the issued and outstanding shares of the Company’s common stock as of the record date.
Board Recommendation
The Board unanimously recommends that the stockholders voteFOR the approval of the Certificate of Amendment.
PROPOSAL 3—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholder Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board has appointed RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2020. We are presenting this selection to our stockholders for ratification at the annual meeting.
RSM audited our financial statements for 2019. Representatives of RSM are expected to attend the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions submitted through [WEBSITE] during the Annual Meeting.
The following table sets forth the aggregate fees billed or expected to be billed by RSM for audit andnon-audit services related to 2019 and 2018, including“out-of-pocket” expenses incurred in rendering these services. The nature of the services provided for each category is described following the tables.
Fee Category | 2019 ($) | 2018 ($) | ||||||
Audit Fees (1) | 336,000 | 287,513 | ||||||
Audit-Related Fees | — | 21,000 | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
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Total | 336,000 | 308,513 |
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Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy that requires that all services to be provided by the Company’s independent public accounting firm, including audit services and permittednon-audit services, to bepre-approved by the Audit Committee. The Audit Committeepre-approved all services provided by RSM during 2019.
Vote Required for Approval
Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the voting stock present in person or represented by proxy and entitled to vote thereon. If our stockholders fail to ratify the selection of RSM as the independent registered public accounting firm for 2020, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year.
Board Recommendation
The Board unanimously recommends that the stockholders voteFOR ratification of the appointment of RSM as our independent registered public accounting firm for 2020.
CERTAIN RELATIONSHIPS ANDTRANSACTIONS WITH RELATED TRANSACTIONSPERSONS
In December 2017, our Board adopted a written policy with regard to related person transactions, which sets forth our procedures and standards for the review, approval or ratification of any transaction required to be reported in our filings with the SEC or in which one of our executive officers or directors has a direct or indirect material financial interest, with limited exceptions. Our policy is that the Corporate Governance and Nominating Committee shall review the material facts of all related person transactions (as defined in the related person transaction approval policy) and either approve or disapprove of the entry into any related person transaction. In the event that obtaining the advance approval of the Corporate Governance and Nominating Committee is not feasible, the Corporate Governance and Nominating Committee shall consider the related person transaction and, if the Corporate Governance and Nominating Committee determines it to be appropriate, may ratify the related person transaction. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominating Committee will take into account, among other factors it deems appropriate, whether the related person transaction is on terms comparable to those available from an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. If our Board finds that a conflict of interest exists, then it will determine the appropriate action or remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is in, or is not inconsistent with, our best interests and the best interest of our stockholders.
Other than compensation agreements and other arrangements, which are described as required by applicable SEC rules under the heading“Executive Compensation And Other Information Concerning Directors And Officers”” beginning on page 18, in 2019above, since January 1, 2020, there washas not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of their immediate families had or will have a direct or indirect material interest.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of our voting stock as of April 12, 2022 by:
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;
each of our directors and nominees for director;
each of our named executive officers; and
all of our directors and executive officers as a group.
The percentage of shares beneficially owned is computed on the basis of 35,372,194 shares of our common stock outstanding as of April 12, 2022. The number of shares beneficially owned by each stockholder is determined under rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 12, 2022 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is Cue Biopharma, Inc. at 40 Guest Street, Boston, Massachusetts 02135. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
Name of Beneficial Owner | Shares of Common Stock Owned | Shares Underlying Options and RSUs | Shares Underlying Warrants | Number of Shares Beneficially Owned | Percentage of Class | |||||||||||||||
Directors and Executive Officers | ||||||||||||||||||||
Daniel R. Passeri | 131,578 | 934,732 | — | 1,066,310 | 2.94 | % | ||||||||||||||
Kerri-Ann Millar | 11,723 | 197,708 | — | 209,431 | * | |||||||||||||||
Anish Suri | 131,638 | 883,750 | — | 1,015,388 | 2.80 | % | ||||||||||||||
Frederick Driscoll | — | 69,750 | — | 69,750 | * | |||||||||||||||
Aaron Fletcher (1) | 908,867 | 49,250 | — | 958,117 | 2.70 | % | ||||||||||||||
Cameron Gray | 677,500 | 34,000 | 253,606 | 965,106 | 2.71 | % | ||||||||||||||
Tamar Howson | — | 28,750 | — | 28,750 | * | |||||||||||||||
Peter Kiener | 20,176 | 209,520 | — | 229,696 | * | |||||||||||||||
Frank Morich | — | 70,950 | — | 70,950 | * | |||||||||||||||
Directors and Executive Officers as a group (12 persons) | 1,881,482 | 2,478,410 | 253,606 | 4,613,498 | 12.11 | % | ||||||||||||||
Five Percent Stockholders | ||||||||||||||||||||
Nantahala Capital Management, LLC (2) | 2,539,700 | — | — | 2,539,700 | 7.18 | % | ||||||||||||||
BlackRock, Inc. (3) | 2,290,269 | — | — | 2,290,269 | 6.47 | % |
* Less than 1%
(1) | Consists of (a) 165,000 shares of common stock owned by Dr. Fletcher, (b) 8,867 shares of common stock held by Dr. Fletcher’s spouse, (c) 735,000 shares of common stock owned held by Bios Special Opportunity Fund, LP, and (d) 49,250 shares of common stock underlying options that are exercisable as of April 12, 2022 or will become exercisable within 60 days of such date. Dr. Fletcher is the manager of Bios Advisors GP, LLC, the general partner of Bios Capital Management, L.P., which is the general partner of Bios Equity SOF I, LP, which is the general partner of Bios Special Opportunity Fund, LP. Dr. Fletcher disclaims beneficial ownership with respect to the shares held by his spouse and Bios Special Opportunity Fund, LP except to the extent of any pecuniary interest he may have therein. |
(2) | Nantahala Capital Management, LLC, or Nantahala, reports shared voting power and shared dispositive power with respect to 2,539,700 shares of common stock with Wilmot B. Harkey and Daniel Mack as the managing members of Nantahala. The address for Nantahala and Messrs. Harkey and Mack is 130 Main Street, 2nd Floor, New Canaan, CT 06840. For information regarding Nantahala and Messrs. Harkey and Mack, we have relied solely on the Schedule 13G/A filed with the SEC by Nantahala and Messrs. Harkey and Mack on February 14, 2022. |
(3) | In its capacity as a parent holding company or control person, BlackRock, Inc., or BlackRock, reports sole voting power with respect to 2,229,368 shares of common stock and sole dispositive power with respect to 2,290,269 shares of common stock which are held by the following of its subsidiaries: BlackRock Life Limited, Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors and BlackRock Fund Managers Ltd. The address for BlackRock is 55 East 52nd Street, New York, NY 10055. For information regarding BlackRock, we have relied solely on the Schedule 13G/A filed with the SEC by BlackRock on February 3, 2022. |
DELINQUENT SECTION 16(a)16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, executive officers, directors, and persons who beneficially own more than ten percent of a registered classour shares of our equity securitiescommon stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4, and 5, and any amendment thereto) with the SEC. Such personsExecutive officers, directors, and greater-than-ten-percent holders are required by SEC regulations to furnish us with copies of all such filings. Section 16(a) forms they file.
Based solely onupon our review of the copiesForms 3, 4 and 5, as applicable, filed on EDGAR and the representations of the reports thatreporting persons, for the fiscal year ended December 31, 2021, we received and written representations that no other reports were required, we believehave determined that our executive officers, directors, and greater than 10% stockholders compliedgreater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports with all applicable filing requirements onthe SEC in a timely basis during 2019, except that Colin Sandercock failedmanner, other than (i) one Form 3 and one Form 4 reporting an option grant for Patricia Nasshorn, our Chief Business Officer, which were inadvertently filed late due to file timely a singledelays in obtaining access codes for filing, and (ii) one Form 4 filed late with respect to an option grant for each of Kerri-Ann Millar, Anish Suri and Colin Sandercock.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee has appointed RSM US LLP, or RSM, as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and the board of directors has directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. RSM has served as the company’s registered public accountant since 2018. Representatives of RSM are expected to be present online at the Annual Meeting, will have an opportunity to make a stock purchase transaction.statement if they so desire, and are expected to be available to respond to appropriate questions.
Stockholder ratification of the appointment of RSM as the company’s independent registered public accounting firm is not required by Delaware law, our certificate of incorporation or our bylaws. However, the board of directors is submitting the audit committee’s selection of RSM to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the company and its stockholders.
Independent Registered Public Accounting Firm, Fees and Other Matters
RSM was our independent registered public accounting firm for the years ended December 31, 2021 and December 31, 2020. The following table summarizes the fees of RSM billed to us for each of the last two fiscal years. All such services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.
2021 ($) | 2020 ($) | |||||||
Audit Fees(1) | 385,500 | 330,000 | ||||||
Audit Related Fees | — | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
Total | 385,500 | 330,000 |
(1) | Audit fees include fees for professional services rendered for the audit of our annual statements, quarterly reviews, consents and assistance with and review of documents filed with the SEC. |
Pre-Approval Policies and Procedures
All audit and non-audit services, other than de minimisnon-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee. During our 2021 and 2020 fiscal years, all of the services provided by RSM were pre-approved by our audit committee.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
STOCKHOLDER PROPOSALS FOR OUR 2023 ANNUAL MEETING
Stockholder Proposals Included in Proxy Statement
In order to be considered for inclusion in our proxy statement and proxy card relating to our 2023 annual meeting of stockholders, stockholder proposals must be received by us no later than December 30, 2022, which is 120 days prior to the first anniversary of the mailing date of this proxy, unless the date of the 2023 annual meeting of stockholders is changed by more than 30 days from the anniversary of the Annual Meeting, in which case, the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy card in accordance with regulations governing the solicitation of proxies.
Stockholder Proposals Not Included in Proxy Statement
In addition, our bylaws establish an advance notice procedure for nominations for election to our board of directors and other matters that stockholders wish to present for action at an annual meeting other than those to be included in our proxy statement. In general, we must receive other proposals of stockholders (including director nominations) intended to be presented at the 2023 annual meeting of stockholders but not included in the proxy statement by March 11, 2023, but not before February 9, 2023, which is not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. However, if the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice must be received no earlier than the close of business 120 calendar days prior to such annual meeting, and no later than the later of the close of business on the later of 90 days prior to such annual meeting and 10 days following the day on which notice of the date of such annual meeting was mailed or public announcement of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, then the persons named as proxies in the proxies solicited by the board of directors for the 2023 annual meeting of stockholders may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our bylaws which also specify requirements as to the form and content of a stockholder’s notice.
Stockholder proposals must be delivered to the Company’s Secretary at 40 Guest Street, Boston, Massachusetts 02135.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some brokers and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials and our 2021 Annual Report, which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, to you if you write us at Secretary, Cue Biopharma, Inc. 40 Guest Street, Boston, Massachusetts 02135. If you would like to receive separate copies of our proxy materials and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, brokerage firm or other nominee record holder, or you may contact us at the above address and telephone number.
The Board knowsWe do not know of noany business that will be presented for consideration or action by the stockholders at the Annual Meeting other than those items stated above.that described in this Proxy Statement. If, however, any other business shouldis properly comebrought before the Annual Meeting, votes maymeeting, shares represented by proxies will be cast pursuant to proxiesvoted in respect to any such business inaccordance with the best judgment of the personpersons named in the proxies or persons acting under the proxies.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 9, 2020
The proxy statement and annual report to stockholders are available at www.proxypush.com/CUE.
A copy of the Company’s Annual Report for the fiscal year ended December 31, 2019 is available without charge upon written request to: Secretary, Cue Biopharma, Inc., 21 Erie Street, Cambridge, Massachusetts 02139.their substitutes.
APPENDIXWe hope that you will attend the Annual Meeting. Whether or not you plan to attend, we urge you to vote your shares over the Internet or by telephone, or to complete, date, sign and return the enclosed proxy card in the accompanying postage-prepaid envelope. A
Certificate of Amendment to Amended prompt response will greatly facilitate arrangements for the meeting, and Restated Certificate
of Incorporation
See attached.
CERTIFICATE OF AMENDMENT
TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
CUE BIOPHARMA, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
FIRST: This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).
SECOND: Pursuant to the Section 242 of the Delaware General Corporation Law, this Certificate of Amendment hereby amends the provisions of the Corporation’s Certificate of Incorporation by deleting SECTION 3.01 of Article III and substituting therefor a new first paragraph to read in its entirety as follows:
“SECTION 3.01. Amount. The total number of shares which the Corporation has authority to issue is 110,000,000 shares, consisting of: 10,000,000 shares designated as Preferred Stock, par value of $0.001 per share (“Preferred Stock”), and 100,000,000 shares designated as Common Stock, par value of $0.001 per share (“Common Stock”).”
THIRD: This Certificate of Amendment has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.your cooperation will be appreciated.
IN WITNESS WHEREOF, said corporation has caused this certificate
] P.O. BOX 8016, CARY, NC 27512-9903 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/CUE Cast your vote online Have your Proxy Card ready Follow the simple instructions to be signed this day of , 2020.
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ANNUAL MEETING OF CUE BIOPHARMA, INC.
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Please makerecord your marks like this: vote PHONE Call ☒1-866-474-7505 Use dark black pencil any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions MAIL Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided You must pre-register to attend the meeting online and/or pen only
The Board of Directors Recommends a VoteFOReach of the director nominees listed in proposal 1 andFOR proposals 2 and 3.
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participate at www.proxydocs.comCUE. Cue Biopharma, Inc. Annual Meeting of Cue Biopharma, Inc.
Stockholders For Stockholders of record on April 12, 2022 TIME: Thursday, June 9, 2022 9:00 AM, Eastern Time PLACE: Annual Meeting to be held on Thursday, July 9, 2020
live via the Internet—please visit www.proxydocs.com/CUE for Holders as of May 18, 2020
more details. This proxy is being solicited on behalf of the Board of Directors
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The undersigned hereby appoints Daniel R. Passeri, Kerri-Ann Millar and Colin Sandercock (the “Named Proxies”), and each or either of them, as the true and lawful attorneys-in-factattorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of commoncapital stock of Cue Biopharma, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys-in-factattorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FORIDENTICAL TO THE ELECTIONBOARD OF THE NOMINEES IN ITEM 1 AND FOR THE PROPOSALS IN ITEMS 2 AND 3. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
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Please separate carefully at the perforation and return just this portion in the envelope provided.
Proxy for Annual Meeting of Stockholders to be held on Thursday July 9, 2020
DIRECTORS RECOMMENDATION. This Proxy is being solicited on behalf of the Board of Directors
Please vote, date and sign this Proxy on the other side and return it in the enclosed envelope.
The Stockholder signing on the reverse side (the “undersigned”), having received the Annual Report and Proxy Statement, hereby appoint(s) Daniel R. Passeri and Colin Sandercock proxy, of the undersigned (with full power of substitution) to attend the Annual Meeting of CUE Biopharma, Inc. (the “Company”) to be held on Thursday July 9, 2020, and all adjournments and postponements thereof (the “Meeting”), and to vote all shares of Common Stock of the Company that the undersigned would be entitled to vote, if personally present, in regard to all matters that may properly come before the Meeting.
The undersigned hereby confer(s) upon the proxy discretionary authority to consider and act upon such business, matters or proposals as may properly come before the Meeting.The Proxy, when properly executed, will be voted in the manner specifieddirected herein. If no specification is made,In their discretion, the Proxy intendsNamed Proxies are authorized to vote FOR all nominees for directorupon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in Proposal 1accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and FOR proposals 2 and 3.return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Cue Biopharma, Inc. Annual Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH NOMINEE IN PROPOSAL 1 AND FOR PROPOSAL 2 BOARD OF DIRECTORS PROPOSAL YOUR VOTE RECOMMENDS 1. Election of seven directors to our board of directors, each to serve until the 2023 annual meeting of stockholders FOR WITHHOLD 1.01 Daniel R. Passeri FOR #P2# #P2# 1.02 Frank Morich FOR #P3# #P3# 1.03 Frederick Driscoll FOR #P4# #P4# 1.04 Aaron Fletcher FOR #P5# #P5# 1.05 Cameron Gray FOR #P6# #P6# 1.06 Tamar Howson FOR #P7# #P7# 1.07 Peter Kiener FOR #P8# #P8# FOR AGAINST ABSTAIN 2. The ratification of the appointment of RSM US LLP as our independent registered public FOR accounting firm for the fiscal year ending December 31, 2022 #P9# #P9# #P9# NOTE: The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. You must pre-register to attend the meeting online and/or participate at www.proxydocs.com/CUE. Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.