Pamela Garzone
Cue BiopharmaAbout Pamela D. Garzone
Pamela D. Garzone, age 70, is an independent director of Cue Biopharma (CUE), first appointed in April 2023. She is Chief Development Officer at Anixa Biosciences (oncology and infectious disease) since September 2021; previously Chief Medical Officer at Calibr (Scripps Research) from May 2019 to May 2021, and Vice President/Group Asset Team Lead in early oncology clinical research at Pfizer from 2009–2019. She holds a B.S. in Pharmacy (Purdue), an M.S. in Pharmacy Practice (University of Pittsburgh), and a Ph.D. in Clinical Science (University of Pittsburgh) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Vice President, Group Asset Team Lead (Early Oncology Clinical Research) | 2009–2019 | Led early oncology clinical research programs |
| Calibr (Scripps Research) | Chief Medical Officer | May 2019–May 2021 | Translational development leadership |
| Anixa Biosciences, Inc. | Chief Development Officer | Sep 2021–Present | Clinical development strategy (oncology, infectious disease) |
External Roles
| Organization | Role | Public Company Directorships | Notes |
|---|---|---|---|
| Anixa Biosciences, Inc. | Chief Development Officer | None disclosed | External operating role; no CUE Item 404(a) transactions reported |
Board Governance
- Independence: The Board determined in April 2025 that all directors other than the CEO are independent under Nasdaq rules (includes Dr. Garzone) .
- Committee assignments (2024–2025): Compensation Committee member; Science & Technology Strategy Committee member. Chairs: Compensation—Peter A. Kiener; Science & Technology Strategy—Peter A. Kiener .
- Attendance: The Board met 35 times in 2024; each director attended at least 75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting .
- Leadership: Independent Chairman (Frank Morich); independent directors meet in executive session at least twice annually .
| Board/Committee | 2024 Meetings | Membership/Role for Garzone |
|---|---|---|
| Board of Directors | 35 | Director; ≥75% attendance for all directors |
| Audit Committee | 4 | Not listed as a member |
| Compensation Committee | 8 | Member (Chair: Peter A. Kiener) |
| Corporate Governance & Nominating | 4 | Not listed as a member |
| Science & Technology Strategy | n/a | Member (Chair: Peter A. Kiener) |
Shareholder support (2025 Annual Meeting):
- Director election (Garzone): For 13,146,335; Withheld 2,813,857; Broker non-votes 21,253,489 (≈82.6% For among votes cast) .
- Say-on-Pay (advisory): For 13,186,558; Against 2,634,667; Abstain 138,967; Broker non-votes 21,253,489 (≈82.6% For among votes cast) .
Fixed Compensation
Director fee policy and Garzone’s cash fees:
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | Standard cash retainer |
| Committee fees – Compensation (member) | $5,000 | Annual fee |
| Committee fees – Science & Tech (member) | $5,000 | Annual fee |
| Committee chair fees (if applicable) | Audit Chair $15,000; Comp Chair $10,000; CG&N Chair $8,000; Science & Tech Chair $10,000 | Chairs only |
| Year | Fees Earned (USD) | Source |
|---|---|---|
| 2023 | $30,139 | Partial-year service after April 2023 appointment |
| 2024 | $50,000 | Full-year service plus committee fees |
Performance Compensation
Cue grants stock options to non-employee directors per its policy (no RSUs/PSUs disclosed for directors in 2023–2024). Vesting and annual grant mechanics:
| Grant Type | Shares | Vesting | Notes |
|---|---|---|---|
| Initial option (upon appointment) | 48,800 | 1/3 at 1-year anniversary; balance quarterly over next 2 years | Standard initial grant |
| Annual option (each year) | 24,400 | 50% at 6 months; 50% at 12 months | Granted first trading day following Dec 31 |
Garzone’s reported equity grant fair values:
| Year | Option Awards (Grant-Date Fair Value, USD) |
|---|---|
| 2023 | $111,692 |
| 2024 | $45,750 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Garzone in the proxy biographies (within last five years) .
- Interlocks/related party: No related party transactions involving Garzone reported since January 1, 2023 .
Expertise & Qualifications
- Drug development executive with deep early/clinical oncology experience at Pfizer; leadership as CMO at Calibr and CDO at Anixa .
- Advanced clinical and pharmacy education (Ph.D., M.S., B.S.) .
- Board value-add: scientific/clinical strategy; member of Science & Technology Strategy and Compensation Committees .
Equity Ownership
Beneficial ownership and alignment:
| As-of Date | Common Shares Owned | Options/RSUs Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| April 12, 2024 | 0 | 13,200 | 13,200 | <1% |
| April 11, 2025 | 0 | 50,800 | 50,800 | <1% |
Outstanding option awards (end of fiscal 2024):
| Metric | Value |
|---|---|
| Shares subject to outstanding stock option awards (12/31/2024) | 64,400 |
Pledging/hedging policy: Hedging prohibited; pledging or margin requires pre-approval (and not permitted for directors absent Audit Committee pre-approval) .
Section 16(a) compliance:
| Year | Late Section 16(a) Filings for Garzone |
|---|---|
| 2024 | None disclosed; late filings only noted for another officer (D. Baker) |
Governance Assessment
- Strengths: Independent status; active on Compensation and Science & Technology committees; solid attendance culture (Board met 35 times in 2024 with ≥75% attendance for all directors); strong shareholder support in 2025 election (13.15M For vs 2.81M Withheld). Director equity awards are standardized with clear vesting and no repricing without shareholder approval; clawback policy in place under the 2025 Stock Incentive Plan .
- Alignment: Ownership comprised of options with no reported common shares; no pledging/hedging per policy; no related-party transactions disclosed involving Garzone .
- Potential investor considerations: Absolute equity ownership (common shares) is minimal, though typical for small-cap biotech boards relying on option-based retainers; oversight roles focus on R&D strategy and executive pay where domain expertise is relevant. 2025 Say-on-Pay received strong support (13.19M For vs 2.63M Against), indicating broad investor alignment with compensation policies overseen by the committee where she serves .
No red flags identified in filings regarding related-party transactions, Section 16(a) compliance (for Garzone), or attendance. Director compensation appears consistent with disclosed policy and within non-employee director annual limits .