Frank Morich
Cue BiopharmaAbout Frank Morich
Frank Morich, age 71, joined Cue Biopharma’s board in July 2018 and has served as independent Chairman since April 2020, with deep operating and commercial leadership across global biopharma; he holds a medical degree from the University of Marburg, Germany . His prior executive roles span Takeda (Chief Commercial Officer 2011–2014; EVP International Operations 2010–2011), NOXXON Pharma (CEO 2008–2010), Innogenetics (CEO and director 2005–2007), AM Pharma (CEO and Chairman of the Executive Board in 2004), and senior leadership at Bayer including membership on the board of management and head of global product development/R&D . He is currently on the board of Perspective Therapeutics (Nasdaq: CATX) and previously served on the supervisory board of MorphoSys AG (Nasdaq: MOR) from 2015 to 2021 . Cue’s board explicitly designates Morich as an independent director under Nasdaq rules and separates the Chair from the CEO role to bolster oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Pharmaceutical | Chief Commercial Officer | 2011–2014 | Led global commercial operations |
| Takeda Pharmaceutical | EVP, International Operations | 2010–2011 | International P&L leadership |
| NOXXON Pharma AG | Chief Executive Officer | 2008–2010 | Clinical-stage development leadership |
| Innogenetics N.V. | CEO & Board Member | 2005–2007 | Diagnostics strategy; board governance |
| AM Pharma B.V. | CEO & Chairman of Executive Board | 2004 | Clinical-stage development oversight |
| Bayer AG | Board of Management; Head of Global Product Development; Head of R&D | Prior to 2004 | Portfolio, R&D and product development leadership |
| University of Marburg | Medical studies | — | MD-equivalent education |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Perspective Therapeutics (Nasdaq: CATX) | Director | Since 2023 | Public | Oncology-focused biotech board seat |
| MorphoSys AG (Nasdaq: MOR) | Supervisory Board Member | 2015–2021 | Public | Late-stage biopharma oversight |
Board Governance
- Chair of the Board (independent); duties include leading executive sessions, agenda setting, meeting cadence, CEO communication conduit, and shareholder communications triage .
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee chair; Science & Technology Strategy Committee member .
- Independence: Board affirms Morich’s independent status under Nasdaq rules; Governance/Nominating Committee composition meets Nasdaq/SEC independence requirements .
- Committee activity levels (2024): Audit Committee met four times; Compensation Committee eight times; Corporate Governance & Nominating Committee four times .
- Board attendance: In FY2023, the board met nine times and each director attended ≥75% of board and applicable committee meetings .
- Director election results (investor support signal):
- 2024 Annual Meeting—For: 7,990,004; Withheld: 5,605,204; substantial withholds versus peers .
- 2025 Annual Meeting—For: 12,259,305; Withheld: 3,700,887; support improved YoY .
- Advisory say‑on‑pay results (sentiment context): For 2024—For: 11,745,009; Against: 1,924,707; Abstain: 195,143; Broker non‑votes: 20,311,373 . For 2025—For: 13,186,558; Against: 2,634,667; Abstain: 138,967; Broker non‑votes: 21,253,489 .
Fixed Compensation
- Policy components: Annual director cash retainer $35,000; additional $30,000 cash retainer for non-employee Chairman; committee chair/member fees per schedule below .
| Component | Amount ($) |
|---|---|
| Annual Director Retainer (cash) | 35,000 |
| Chairman Additional Retainer (cash) | 30,000 |
| Audit Chair | 15,000 |
| Audit Member | 7,500 |
| Compensation Chair | 10,000 |
| Compensation Member | 5,000 |
| Corporate Governance & Nominating Chair | 8,000 |
| Corporate Governance & Nominating Member | 4,000 |
| Science & Technology Strategy Chair | 10,000 |
| Science & Technology Strategy Member | 5,000 |
- Actual fees earned (mix and trend):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 85,500 | 70,137 |
| All Other Compensation ($) | — | — |
| Notes | Chairman + committee fees; no other comp | Chairman + committee fees; no other comp |
Performance Compensation
- Equity award policy (non‑employee directors): Initial option 48,800 shares, vests 1/3 at 1‑year then remaining in eight equal quarterly tranches; annual option 24,400 shares; annual options vest 50% at six months and 50% at one year; annual grants occur on first trading day after December 31 .
| Grant Type | Shares | Vesting | Grant Timing |
|---|---|---|---|
| Initial Option | 48,800 | 1/3 at 1‑year; balance in eight quarterly installments | Upon initial appointment |
| Annual Option | 24,400 | 50% at six months; 50% at one year | First trading day following Dec 31 |
- Actual option awards (grant-date fair value):
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | 20,766 | 45,750 |
- Outstanding director option holdings (time-based; not performance-linked):
| As of Date | Shares Subject to Outstanding Options (#) |
|---|---|
| Dec 31, 2023 | 97,200 |
| Dec 31, 2024 | 121,600 |
No director performance metrics (e.g., TSR, EBITDA, ESG targets) are disclosed for director equity awards—vesting is time‑based .
Other Directorships & Interlocks
| Company | Industry | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Perspective Therapeutics (CATX) | Biopharma (oncology) | Director | Since 2023 | Same sector as Cue (biotech); no related‑party transactions disclosed in Cue’s proxy |
| MorphoSys AG (MOR) | Biopharma | Supervisory Board Member | 2015–2021 | Past role; no Cue RPTs disclosed |
Expertise & Qualifications
- Over 35 years in life sciences; senior leadership across R&D, global product development, and commercial operations at Bayer and Takeda .
- Prior CEO roles at multiple biotech firms (NOXXON, Innogenetics, AM Pharma) indicating strong operating and governance acumen .
- Medical training from University of Marburg; healthcare domain credibility .
- Current and prior public company board service (CATX; MOR) enhances external perspective and network .
Equity Ownership
- Beneficial ownership (direct shares plus options exercisable within 60 days):
| Snapshot Date | Common Shares Owned | Options/RSUs Exercisable ≤60 Days | Warrants Exercisable ≤60 Days | Total Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Apr 12, 2024 | 28,000 | 97,200 | — | 125,200 | <1% |
| Apr 11, 2025 | 28,000 | 121,600 | — | 149,600 | <1% |
Shares pledged/hedged: No pledging or hedging disclosures identified in the provided proxy sections; Audit Committee oversees related‑person transactions .
Governance Assessment
- Independence and role separation: Morich serves as independent Chair, with explicit board rationale for separating Chair/CEO to enhance oversight, risk assessment, and investor communication—an investor‑friendly structure .
- Committee effectiveness: As Governance & Nominating Chair, he oversees director nominations, governance principles, succession planning, and board evaluations; as Audit member, he participates in financial oversight and related‑party review; active committee calendars (Audit 4; Comp 8; Gov/Nom 4 meetings in 2024) indicate engaged governance cadence .
- Attendance and engagement: Board met 9 times in 2023; all directors met ≥75% attendance across board/committees—no attendance red flags for Morich disclosed .
- Shareholder support signals: 2024 showed elevated withholds against Morich (5.6M withheld vs 7.99M for), but 2025 support improved (12.26M for; 3.70M withheld), suggesting recovery in investor confidence—monitor sentiment drivers (strategy, dilution authorizations, performance) .
- Pay structure and alignment: Director pay mix is cash plus time‑vested options; equity grant sizes increased in late 2023 policy updates and vest more quickly (6‑month tranche), shifting compensation toward equity while remaining time‑based (no performance hurdles)—neutral alignment signal; Morich’s 2024 option grant value rose vs 2023 .
- Conflicts/related parties: No Morich‑specific related‑party transactions disclosed; Audit Committee chartered to review/approve any RPTs .
- Protections: Standard Delaware exculpation and mandatory indemnification provisions apply to directors; typical for peers but can limit recourse in governance disputes .
Red Flags to watch:
- Elevated 2024 director election withholds for Morich—improved in 2025, but continued monitoring warranted .
- Accelerated vesting for annual director options (50% at six months) reduces at‑risk duration; may weaken longer-term alignment versus RSU/DSU frameworks with performance conditions .
Net view: Morich’s independent chairmanship and governance leadership, combined with extensive biopharma operating experience, support board effectiveness. While 2024 investor withholds flagged sentiment risk, 2025 vote improvement and active committee engagement mitigate concerns; compensation remains conventional for small-cap biotech boards but lacks performance gating on equity—acceptable, though not best‑in‑class alignment .