Pasha Sarraf
Cue BiopharmaAbout Pasha Sarraf
Dr. Pasha Sarraf, age 55, was appointed as an independent director of Cue Biopharma in March 2025; he is a physician-scientist with MD/PhD from Harvard Medical School and training at MGH and NIH, with 50+ publications and multiple patents, and a background spanning operating leadership in biotech, venture creation, strategy consulting, and sell-side research . His tenure on CUE’s board began March 10, 2025; he entered into the company’s standard indemnification agreement upon appointment . The board determined in April 2025 that all directors other than the CEO are independent under Nasdaq rules, which includes Dr. Sarraf .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upupa Advisory | Principal | 2023–present | Strategic advisory; biotech focus |
| Matterhorn Biosciences | CEO & Executive Board Member | 2021–2023 | Built team; scaled TCR platform; drove value demonstration |
| Flagship Pioneering | Operating Partner | 2020–2021 | Led team discovering novel genetic circuits in Parkinson’s; initiated drug discovery later licensed by GSK |
| Leerink Partners (SVB Leerink) | Senior Wall Street Analyst, Managing Director | Not dated in proxy (prior to 2020) | Biotech equity research leadership |
| McKinsey & Company | Life Sciences Practice; Partner | Joined 2008; Partner 2015–2018 | Strategy, diligence, forecasting; various roles 2008–2018 |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| PolarityBio | Director | Current | Biotechnology company; governance oversight |
| Praesidia Biotherapeutics | Director & Chairman | Current | Biotechnology company; board chair leadership |
Board Governance
- Board size and nominations: 7 members pre-meeting; six nominees (including Dr. Sarraf) for election for one-year terms at the June 4, 2025 annual meeting; board size reduced to six after Mr. Driscoll’s term ends .
- Independence: Board determined in April 2025 that all directors except the CEO are independent under Nasdaq rules (audit/comp/nom-gov committees comprised of independent directors) .
- Leadership: Independent Chairman is Dr. Frank Morich; board separates Chair and CEO roles; independent directors meet at least twice annually in executive session .
- Attendance: In 2024, board met 35 times; all then-serving directors attended ≥75% of board and committee meetings; Dr. Sarraf was not yet on the board in 2024 .
- Committee membership: As of the 2025 proxy, committees were constituted without Dr. Sarraf listed; board expected to identify another audit committee member and “financial expert” after the Annual Meeting (committee composition listed below) .
| Committee | Members (as disclosed) | Chair | Dr. Sarraf Member? |
|---|---|---|---|
| Audit | Frederick Driscoll; Frank Morich; Patrick Verheyen | Frederick Driscoll | Not listed |
| Compensation | Peter A. Kiener; Pamela Garzone; Patrick Verheyen | Peter A. Kiener | Not listed |
| Corporate Governance & Nominating | Frank Morich; Peter A. Kiener; Frederick Driscoll | Frank Morich | Not listed |
| Science & Technology Strategy | Peter A. Kiener; Frank Morich; Pamela Garzone | Peter A. Kiener | Not listed |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $35,000 | Paid in cash annually |
| Chairman of the Board (if non-employee) | $30,000 | Additional annual cash retainer |
| Audit Committee Chair | $15,000 | Annual cash fee |
| Audit Committee Member | $7,500 | Annual cash fee |
| Compensation Committee Chair | $10,000 | Annual cash fee |
| Compensation Committee Member | $5,000 | Annual cash fee |
| Corporate Governance & Nominating Chair | $8,000 | Annual cash fee |
| Corporate Governance & Nominating Member | $4,000 | Annual cash fee |
| Science & Technology Strategy Chair | $10,000 | Annual cash fee |
| Science & Technology Strategy Member | $5,000 | Annual cash fee |
Performance Compensation
| Award Type | Grant | Vesting | Key Terms |
|---|---|---|---|
| Initial stock option (upon board appointment) | 48,800 shares | 1/3 at 1-year anniversary; balance in 8 equal quarterly installments thereafter over total 3 years | Granted March 2025 under Director Compensation Policy |
| Annual stock option (each year after Dec 31) | 24,400 shares | 50% at 6 months; remaining 50% at 12 months from grant | First trading day following Dec 31 each year |
| Non-employee director annual compensation cap (2025 Plan) | $750,000 (incumbent); $1,000,000 (initial year) | Applies to cash plus grant-date fair value; exceptions only in extraordinary circumstances (non-participating recipient) | |
| Clawback | Subject to CUE Dodd-Frank Compensation Recovery Policy | Participant agrees to forfeiture/reimbursement if required | Applies to awards under 2025 Plan |
| Change in Control treatment | No automatic vesting for employees; “double trigger” for employees; exception noted for non-employee directors | Awards other than those to non-employee directors require termination without cause/for good reason within 2 years for full acceleration | Non-employee director awards excluded from double trigger; plan highlights note exception |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Revenue/EBITDA/TSR/ESG metrics | Not applicable; director awards are time-based options under the director policy |
Other Directorships & Interlocks
| Company | Role | Public/Private Status in Proxy | Potential Interlock/Conflict Notes |
|---|---|---|---|
| PolarityBio | Director | Not specified in proxy (biotechnology company) | No related-party transactions with CUE disclosed |
| Praesidia Biotherapeutics | Director & Chairman | Not specified in proxy (biotechnology company) | No related-party transactions with CUE disclosed |
Expertise & Qualifications
- MD/PhD (Harvard Medical School), internal medicine and rheumatology training at MGH and NIH; >50 publications and patents on novel therapies and targets .
- Operating leadership in biotech (Matterhorn CEO), venture creation (Flagship Operating Partner), strategy consulting (McKinsey Partner), and capital markets (Leerink Managing Director) .
- Board leadership experience as chairman and director in biotech companies (PolarityBio; Praesidia Biotherapeutics) .
Equity Ownership
| Holder | Shares Owned | Shares Underlying Options Exercisable ≤60 Days | Shares Underlying Warrants Exercisable ≤60 Days | Total Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Pasha Sarraf | — | — | — | — | * (Less than 1%) |
Note: The table includes only instruments exercisable within 60 days of April 11, 2025; Dr. Sarraf’s initial option grant is not counted under this standard due to vesting/exercisability timing .
Governance Assessment
- Independence and appointment: Dr. Sarraf is independent under Nasdaq rules and was appointed March 10, 2025 via nom-gov committee recommendation; no arrangements or related-party transactions under Item 404(a) were disclosed at appointment, which supports investor confidence in independence .
- Engagement and committees: High board activity historically (35 meetings in 2024), but committee assignments for Dr. Sarraf were not yet disclosed in the 2025 proxy; the board indicated it would add an audit committee member and “financial expert” post-meeting, implying ongoing committee refresh; investors should monitor post-Annual Meeting committee allocations .
- Compensation alignment: Director cash retainer is modest; equity is time-based options with annual cadence; plan features include clawback and non-employee director compensation caps, aligning with governance best practices; however, the plan’s change-in-control provisions carve out non-employee directors from double-trigger protection (i.e., different vesting treatment), which investors should note when assessing alignment in a sale scenario .
- Ownership: As of April 11, 2025, no beneficial ownership reported under SEC’s 60-day standard; as a new director with an unexercisable initial grant, low near-term reported ownership is typical but warrants tracking for alignment over time .
- Policies and guardrails: Insider trading policy prohibits hedging/pledging without limited preapproval, which reduces alignment risk; robust governance guidelines and independent leadership structure further support board effectiveness .
- Say-on-pay context: Board recommended FOR advisory vote on NEO compensation and FOR the 2025 Stock Incentive Plan; while not directly about director pay, continued shareholder support of compensation frameworks is a sentiment indicator to monitor .
RED FLAGS and Watch Items
- Change-in-control vesting exception for non-employee directors may enable more favorable vesting outcomes versus employee “double trigger,” potentially diluting discipline in sale scenarios; monitor specific award agreements and any updates to director award terms .
- Committee seat clarity: Dr. Sarraf’s committee assignments were not disclosed in the proxy; investors should watch for post-Annual Meeting committee changes, particularly audit committee financial expert designation amid board size changes .
- Ownership build: Track Form 4 filings for subsequent equity grants or purchases to assess “skin in the game”; initial grant is time-based and not immediately exercisable .
Director Compensation Context (2024 snapshot for peers)
| Non-Employee Director | Fees Earned (Cash) | Option Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Pamela Garzone | $50,000 | $45,750 | — | $95,750 |
| Patrick Verheyen | $57,500 | $45,750 | — | $103,250 |
| Frank Morich | $70,137 | $45,750 | — | $115,887 |
| Peter A. Kiener | $64,000 | $45,750 | $110,000 | $219,750 |
| Frederick Driscoll | $54,000 | $45,750 | — | $99,750 |
| Pasha Sarraf | — (appointed 2025) | — | — | — |
Note: 2024 director comp table predates Dr. Sarraf’s appointment; his compensation will follow the director policy outlined above .
Equity Ownership
| Category | Record Date | Shares Outstanding | Notes |
|---|---|---|---|
| Common stock outstanding | April 11, 2025 | 61,819,101 | One vote per share; used for ownership % computation |
Related Policies and Disclosures
- Indemnification: Standard form indemnification agreement executed by Dr. Sarraf upon appointment .
- Insider Trading: Hedging and pledging prohibited (limited exceptions with preapproval); directors subject to policy filed as Exhibit 19.1 to FY2024 10-K .
- Committee Charters and Governance Docs: Available on Investors & Media—Corporate Governance webpage .
Summary Implications for Investors
- Strong domain expertise and independent status support board effectiveness; absence of related-party transactions at appointment reduces conflict risk .
- Compensation structure uses modest cash with time-based options, clawbacks, and caps—generally shareholder-friendly; monitor change-in-control treatment for directors and future committee roles for Sarraf .
- Initial reported ownership is minimal due to timing; track subsequent filings to evaluate ownership alignment over time .