Jill Broadfoot
Cue BiopharmaAbout Jill Broadfoot
Jill M. Broadfoot is a life sciences finance executive with over 30 years in healthcare, currently serving as CFO of aTyr Pharma; she joined Cue Biopharma’s board on June 4, 2025 and was appointed Audit Committee Chair and a member of the Corporate Governance & Nominating Committee . She holds a B.S. in business administration and accounting from San Diego State University and is a Certified Public Accountant . Tenure at CUE began June 4, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| aTyr Pharma, Inc. | Chief Financial Officer | Current | CFO credentials support audit oversight at CUE . |
| Emerald Health Pharmaceuticals & Emerald Health Bioceuticals | Chief Financial Officer | Prior | Established U.S. operations, governance, finance, IT, IR . |
| GW Pharmaceuticals | Vice President, U.S. Corporate Controller | Prior | Established U.S. commercial operations, implemented U.S. public company standards . |
| Vical Inc. | Chief Financial Officer | Prior | Oversaw finance, IR, manufacturing, IT, HR, BD . |
| DJO Global, Inc. | Various finance roles (VP of Finance) | Prior | Senior finance leadership . |
| Ernst & Young LLP | Audit Manager | Prior | Audit background (CPA) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talphera, Inc. | Director | Current | Public company directorship; adds external governance experience . |
| Otonomy, Inc. | Director | Prior | Public company board experience (former) . |
| Angiocrine Biosciences, Inc. | Director | Prior | Private company board experience (former) . |
Board Governance
- Committee assignments: Audit Committee Chair and Corporate Governance & Nominating Committee member (appointed June 4, 2025) .
- Committee composition: Investor page lists Jill Broadfoot as Audit Committee Chair; confirms governance committee membership alongside other directors .
- Independence and expertise: CUE’s audit committee members must meet Exchange Act Rule 10A‑3 independence; audit chair role indicates compliance with independence and financial oversight requirements; CUE states committee independence standards and financial expert requirements in its proxy .
- Indemnification: Entered CUE’s standard indemnification agreement upon election, covering defense costs and liabilities arising from board service .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Director cash retainer per Director Compensation Policy . |
| Audit Committee Chair fee | $15,000 | Chair fee per policy; applicable to Broadfoot as Audit Chair . |
| Corporate Governance & Nominating Committee member fee | $4,000 | Member fee per policy; applicable to Broadfoot as member . |
| Meeting fees | None disclosed | Policy specifies retainers and committee fees; no per‑meeting fees disclosed . |
Ms. Broadfoot receives compensation “in accordance with the Company’s Director Compensation Policy,” which sets the cash retainer and committee fee schedule above .
Performance Compensation
| Award Type | Grant | Vesting | Exercise Price | Notes |
|---|---|---|---|---|
| Stock option (initial appointment) | 48,800 shares | One‑third on 1‑year anniversary; remaining two‑thirds in 8 equal quarterly installments thereafter | Closing sale price on appointment date | Granted upon appointment on June 4, 2025 per Director Compensation Policy . |
| Annual stock option grant | 24,400 shares | 50% vests at six months; 50% at one year | Grant‑date FMV | Standard annual grant to non‑employee directors per policy (first trading day after Dec 31) . |
Performance metrics for director equity: none disclosed; director options vest on time‑based schedules (not PSUs/TSR) .
Clawback, change‑in‑control, repricing safeguards:
- Clawback: Directors are subject to CUE’s Dodd‑Frank compensation recovery policy under the 2025 Stock Incentive Plan .
- Change‑in‑control: No automatic vesting; double‑trigger acceleration (termination without cause/good reason within two years post‑CIC) for awards other than non‑employee director awards .
- No repricing: Options/SARs cannot be repriced without stockholder approval .
Other Directorships & Interlocks
| Company | Relationship to CUE | Potential Interlock/Conflict Assessment |
|---|---|---|
| Talphera, Inc. (Director) | Unrelated biotech | No CUE related‑party transactions with Broadfoot reported; Item 404(a) negative . |
| aTyr Pharma, Inc. (CFO) | Unrelated biotech | Audit committee independence requires no consulting/compensatory fees from CUE; external CFO role does not, by itself, impair independence under Rule 10A‑3; company reports no related‑party transactions . |
| Otonomy, Angiocrine (former director) | Unrelated biotechs | Historical roles; no CUE related‑party transactions . |
Expertise & Qualifications
- CPA with extensive audit, controllership, and CFO experience across public and private biopharma; supports “financial expert” audit oversight .
- 30+ years in healthcare finance, IT systems implementation, U.S. public company standards, and investor relations .
- Education: B.S. in business administration and accounting (San Diego State University) .
Equity Ownership
- Initial equity grant: Option to purchase 48,800 shares at appointment; time‑based vesting per schedule above .
- Beneficial ownership: Not included in April 11, 2025 ownership table due to appointment post‑record date; director/NEO ownership table lists holdings as of April 11, 2025 (pre‑Broadfoot) .
- Hedging/pledging: Company policy prohibits hedging (options, collars) and pledging of company stock except limited exceptions with pre‑approval; applies to directors .
Governance Assessment
- Board effectiveness: Appointment as Audit Committee Chair adds seasoned finance oversight and CPA credentials to audit leadership following prior audit chair transition noted in proxy .
- Independence & conflicts: No related‑party transactions with Broadfoot reported; audit chair role requires independence; governance is bolstered by clawback and no‑repricing rules under 2025 Plan .
- Director compensation alignment: Cash retainer plus time‑vested options; no RSUs/PSUs or performance metrics disclosed for directors; equity provides alignment without short‑term bonus incentives .
- RED FLAGS: None disclosed specific to Broadfoot; company reports no Item 404(a) related‑party transactions with her; hedging/pledging is prohibited for directors; monitor potential time‑commitment from concurrent CFO and external board role .
Shareholder Votes & Signals (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Approval of Cue Biopharma, Inc. 2025 Stock Incentive Plan | 13,849,249 | 2,007,505 | 103,438 | 21,253,489 |
- Say‑on‑pay policy: Company conducts annual advisory say‑on‑pay votes; frequency determined at the 2023 meeting to remain annual until next frequency vote in 2029 .
Committee Map (Current)
| Committee | Role |
|---|---|
| Audit Committee | Chair (Broadfoot) . |
| Corporate Governance & Nominating | Member (Broadfoot) . |
CUE’s corporate governance guidelines require a majority independent board, executive sessions of independent directors, and annual board self‑evaluations . Audit committee responsibilities include oversight of financial reporting, internal controls, and cybersecurity risk .
Related Party & Conflicts
- Item 404(a): CUE states there are no transactions between Ms. Broadfoot and the Company requiring disclosure; no arrangements/understandings for her selection .
- Director compensation policy and indemnification agreement in place; standard for non‑employee directors .
Director Compensation Structure Analysis
- Mix: Modest fixed cash retainers and committee fees; equity via options with time‑based vesting; no RSUs/PSUs disclosed for directors .
- Safeguards: Clawback policy, double‑trigger CIC vesting (not automatic), no repricing, no reloads, capped non‑employee director compensation under 2025 Plan .
Additional Signals
- Appointment documented in S‑8 signatures confirms board status as of Aug 12, 2025 .
- Company website profiles and investor page reflect her committee leadership and biography .