Lucinda Warren

About Lucinda Warren

Lucinda Warren is Chief Business Officer at Cue Biopharma (appointed September 2024) with over 30 years in global pharma/biotech business development, including vice president roles at Johnson & Johnson/Janssen from 2014–2024; she holds a B.S. in Biological Sciences with a minor in Neurology (University of Alberta) and is an alumna of Women in Bio’s Board Room Ready program . As of April 11, 2025, she is listed among Cue’s executive officers at age 56 . During her tenure, Cue announced a strategic collaboration and license with Boehringer Ingelheim for CUE-501 with $12 million upfront and up to approximately $345 million in milestones, plus royalties . Company performance context: revenue increased in FY 2024 while EBITDA losses narrowed, and TSR declined on a $100 initial investment basis from 2023 to 2024 .

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• Ms. Warren’s base salary, target bonus percentage, and actual bonus payments are not disclosed in the 2025 proxy; she is not listed among named executive officers with reported compensation for 2024/2023 .
• Cue’s executive compensation framework emphasizes long-term equity (primarily stock options) over cash compensation to align management with shareholders, with compensation decisions overseen by the Compensation Committee and benchmarking support from Radford (Aon) .

Performance Compensation

• Specific performance metrics, weightings, targets, and payouts tied to Ms. Warren’s incentives are not disclosed .
• Company-wide bonus proposals for 2024 were based on corporate goals in strategy, portfolio/platform advancement, clinical development, corporate development, financing, and organizational effectiveness; the board determined 80% achievement and approved payouts for named executives, but Ms. Warren was not among those reported .
• Plan-level features impacting performance pay:
  • Minimum vesting of one year generally applies; limited exceptions up to 5% of share reserve .
  • No repricing of options/SARs without shareholder approval .
  • Double-trigger change-in-control acceleration (for employees other than non-employee directors) if terminated without cause or resign for good reason within two years post-CIC; awards become fully vested/nonforfeitable and performance awards deemed earned at the greater of target or actual prorated to service .

Equity Ownership & Alignment

• Beneficial ownership specifically for Ms. Warren is not disclosed in the Security Ownership tables (which list directors and named executive officers) .
• Insider trading policy prohibits directors, officers, employees and consultants (including immediate family in household) from hedging (e.g., options, collars, forwards) and from holding or pledging Company securities in margin accounts, with limited exceptions requiring CFO preapproval and, for directors/executives, Audit Committee preapproval .
• Ms. Warren executed a Section 16 Power of Attorney on August 27, 2024, authorizing officers to file Forms 3/4/5 on her behalf, confirming insider reporting status .

Employment Terms

• Start date/tenure: Appointed Chief Business Officer in September 2024 .
• Ms. Warren’s individual employment agreement, severance terms, non-compete/non-solicit, and change-of-control economics are not disclosed .
• Relevant plan-level provisions:
  • Awards subject to minimum vesting and Board discretion for acceleration .
  • In Reorganization Events, the Board may assume/substitute awards, accelerate vesting, or cash out vested value; unvested RSUs may terminate if not assumed and event is not a 409A “change in control event” .
  • Change-in-control treatments differ for non-employee directors (automatic vesting) vs. employees (double-trigger) .

Investment Implications

• Alignment: Absence of disclosed individual pay/ownership limits precision on pay-for-performance; however, Cue’s plan architecture emphasizes equity, minimum vesting, and double-trigger CIC, and prohibits hedging/pledging, which collectively support long-term alignment and reduce near-term insider selling pressure .
• Retention/Execution: Warren brings deep BD credentials from J&J/Janssen and international markets; during her tenure Cue executed a Boehringer collaboration (cash upfront and milestone potential), signaling active external partnering consistent with her remit . Retention risk cannot be quantified without contract terms, but governance features and plan structure provide standard protections.
• Trading signals: Lack of Form 4 data for Ms. Warren and undisclosed award schedules limit visibility into potential vest-driven selling; the anti-hedging/anti-pledging policy mitigates adverse alignment signals . Company fundamentals showed FY 2024 revenue growth and improved EBITDA losses alongside lower TSR, suggesting continued dependence on BD/clinical catalysts—areas aligned with Warren’s expertise .