Daniel Baker - Interim Chief Development Officer | Cue Biopharma (CUE) Executive Profile & Compensation

About Daniel Baker

Daniel G. Baker, M.D., age 74, has served as Interim Chief Development Officer at Cue Biopharma (CUE) since November 2024, bringing 20+ years of drug development leadership in immunology and rheumatology, including oversight of Phase 1–3 programs leading to 15+ regulatory approvals at Janssen/Centocor (J&J) across the U.S., EU and Japan . He founded Kira Therapeutics (CEO since 2019) and served as an Executive Director on Galapagos NV’s board (Apr 2022–Oct 2024), with prior senior roles at J&J guiding development of Remicade, Simponi and Stelara . Education: M.D. (University of Pennsylvania) with rheumatology/immunology fellowship and research fellowship at Massachusetts General Hospital; residency at Penn State Hershey . Note: Company-level TSR/financial performance metrics are disclosed in the proxy but not specific to Dr. Baker’s tenure; the most recent Pay vs Performance table shows a $100 investment value of $9.64 for 2024, alongside net loss of $41M in 2024, but these are not attributable to Dr. Baker individually .

Past Roles

Organization	Role	Years	Strategic Impact
Janssen/Centocor (J&J)	Vice President, Immunology R&D	2000–2019	Clinical development oversight for Remicade, Simponi, Stelara; supervision of Phase 1–3 trials leading to 15+ approvals across U.S./EU/Japan .
Janssen (J&J)	Disease Area Stronghold Leader (Rheumatology/Immunology)	2015–2019	Phase 2–3 development plans and portfolio strategy in rheumatology and immunology .

External Roles

Organization	Role	Years	Strategic Impact
Kira Therapeutics	Founder & Chief Executive Officer	2019–present	Biotech company leadership; drug development strategy execution (as disclosed in CUE proxy) .
Galapagos NV	Executive Director (Board)	Apr 2022–Oct 2024	Oversight and governance at a public biotech company .

Fixed Compensation

Not disclosed in the 2025 proxy for Dr. Baker. He is not listed among the named executive officers in the Summary Compensation Table; NEOs disclosed are CEO (Passeri), CFO (Millar), Former President/CSO (Suri), and CMO (Levisetti) for 2024/2023 .
Company-wide: target annual bonuses for 2025 remained 50% (CEO), 40% (CFO, CMO); 2024 corporate goal achievement was assessed at 80% leading to 60% of target bonus payouts for NEOs, but no Baker-specific cash bonus disclosure exists .

Performance Compensation

Equity Awards (grants and vesting)

Type	Grant Date	Shares/Units	Exercise/Strike	Vesting	Source
Non-plan Inducement Stock Option (Nasdaq 5635(c)(4))	Nov 25, 2024	200,000	$1.06	Vests over 2 years in four equal installments beginning six months from grant date (time-based)

A late Form 3 and a late Form 4 were filed on Nov 29, 2024 for Dr. Baker, coincident with his appointment and option grant reporting; the Form 3 reported no securities beneficially owned as of appointment .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership (initial)	Form 3 filed Nov 29, 2024 reported “No securities are beneficially owned” at appointment (11/25/2024) .
Subsequent reporting	Company notes late Form 4 on Nov 29, 2024 reporting the acquisition (inducement option) on Nov 25, 2024 .
Vested vs unvested	Inducement option vests in four equal installments starting six months post-grant; until first vesting, entirely unvested (time-based) .
Pledging/Hedging	CUE policy prohibits hedging; pledging or margin accounts are prohibited except in limited cases with pre-approval (CFO and Audit Committee for directors/executives) .
Ownership guidelines	The company discloses no formal executive stock ownership guidelines for executives; equity grants are used to align interests and emphasize long-term value creation .

Employment Terms

Appointment/Role: Interim Chief Development Officer since November 2024 .
Employment agreement terms for Dr. Baker (salary, severance, change-in-control) are not disclosed in the 2025 proxy or subsequent 8-Ks; employment/severance economics are detailed for other executives (CEO, CFO, CMO), but not for Dr. Baker .

Vesting Schedules and Insider Selling Pressure

Vesting cadence: Inducement option vests in four equal installments starting six months from Nov 25, 2024; this creates potential unlocks on a semi‑annual cadence thereafter (time-based; no performance condition disclosed) .
Insider trading controls: Company maintains an insider trading policy and allows use of Rule 10b5‑1 plans; directors/officers may adopt such plans, and trading outside plans is allowed only when not in possession of MNPI .
Recent filings: Late Form 3 and late Form 4 in November 2024; no other Baker-specific insider transactions are disclosed in the proxy beyond the inducement option grant .

Compensation Structure Observations

Shift toward options: Dr. Baker’s compensation disclosure is limited to a time‑based inducement option (no RSUs/PSUs disclosed), aligning value with stock appreciation but offering lower retention certainty than full-value shares .
Clawback policy: The newly proposed 2025 Stock Incentive Plan includes acceptance of CUE’s Dodd‑Frank Compensation Recovery Policy (clawback), though the inducement grant itself was made outside stockholder-approved plans; future awards under the 2025 plan would be subject to clawback and double‑trigger change‑in‑control protections (no automatic single‑trigger vesting) .
No executive ownership guideline: CUE does not maintain formal executive ownership guidelines, potentially reducing mandated alignment levels for newer executives like Dr. Baker .

Performance & Track Record

Clinical/regulatory track record: Oversaw numerous Phase 1–3 programs at J&J, contributing to 15+ regulatory approvals in the U.S., EU and Japan; led rheumatology/immunology portfolio strategy as Disease Area Stronghold Leader (2015–2019) .
Recent corporate focus: Company prioritized autoimmune programs (CUE‑401; CUE‑500 series) and strengthened leadership team; Dr. Baker’s appointment highlighted as part of this strategic pivot .

Risk Indicators & Red Flags

Reporting timeliness: Late Form 3 and Form 4 filings on Nov 29, 2024 for appointment and option grant; although corrected, late filings represent a compliance timing flag to monitor .
External commitments: Ongoing CEO role at Kira Therapeutics may necessitate careful oversight of time allocation and potential conflicts, though no related-party transactions are disclosed .
Pledging/hedging: Policy restrictions reduce alignment risks; exceptions require pre‑approval, which mitigates but does not eliminate potential pledging risk .

Investment Implications

Alignment and overhang: Baker’s award is an at‑market, time‑vested option that aligns pay with stock appreciation; first vesting six months post‑grant creates predictable unlock windows but no immediate selling pressure since no vested equity existed at appointment per Form 3 .
Retention risk: Absence of disclosed employment/severance terms specific to Dr. Baker leaves change‑in‑control and termination economics opaque relative to other executives (where detailed terms exist), modestly elevating retention uncertainty for this role .
Governance and safeguards: Company‑wide hedging/pledging prohibitions and expected adoption of clawback and double‑trigger CIC provisions under the 2025 plan are positives for alignment and shareholder protection, though Baker’s inducement grant sits outside the new plan .
Execution track record: Baker’s history of advancing immunology assets to approval suggests a value‑add for CUE’s autoimmune pivot, supporting the risk/reward on pipeline execution if timelines and data catalysts progress as guided .

Sources: 2025 DEF 14A (executive officers, ownership, compensation policies, plan terms) ; 8‑K (Q4 2024 results and strategic updates) ; Press release on inducement option grant (Nov 29, 2024) ; Form 3 excerpt (Nov 29, 2024) ; proxy disclosure of late Section 16 filings .