Patrick Verheyen
Cue BiopharmaAbout Patrick Verheyen
Independent director at Cue Biopharma since April 2023; age 65. He is a seasoned healthcare executive with 35+ years at Johnson & Johnson, notably serving as Global Head of Janssen Business Development (2015–2021) and member of Janssen’s Pharmaceuticals Group Operating Committee. He holds a degree in bioengineering from the University of Leuven (Flanders, Belgium). Tenure on the Cue board: 2023–present; status: independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson / Janssen | Global Head, Janssen Business Development | 2015–2021 | Member, Janssen Pharmaceuticals Group Operating Committee |
| Johnson & Johnson | Head, London J&J Innovation Center | 2012–2015 | Led innovation center operations |
| Johnson & Johnson | Various roles | 1986 onward | Progressive leadership across BD and innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in the proxy biography |
Board Governance
- Independence: Board determined Verheyen is independent; CEO Passeri is not independent .
- Years of service: 2023–present .
- Executive sessions: Independent directors meet at least twice annually .
- Attendance: Board met 35 times in 2024; each director attended ≥75% of board and committee meetings on which they served; all directors attended the 2024 annual meeting .
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | No (Chair: Frederick Driscoll) | 4 |
| Compensation Committee | Member | No (Chair: Peter A. Kiener) | 8 |
| Corporate Governance & Nominating | Not a member | Chair: Frank Morich | 4 |
| Science & Technology Strategy | Not a member | Chair: Peter A. Kiener | — |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual non-employee director cash retainer | 35,000 | Policy retainer |
| Audit Committee member fee | 7,500 | Policy fee per member (non-chair) |
| Compensation Committee member fee | 5,000 | Policy fee per member (non-chair) |
| 2024 cash paid (Fees Earned) | 57,500 | Actual cash compensation in 2024 |
Performance Compensation
| Equity Component | Grant Size | Vesting Terms | 2024 Grant-Date Fair Value ($) | Performance Metrics |
|---|---|---|---|---|
| Initial option grant upon appointment | 48,800 options | 1/3 at 1-year; remainder in 8 equal quarterly installments over next 2 years | — | None (time-based) |
| Annual option grant (each year) | 24,400 options | 50% vests at 6 months; 50% at 12 months after grant | 45,750 (2024) | None (time-based) |
Notable plan features: The 2025 Stock Incentive Plan includes a clawback policy, minimum one-year vesting (with limited 5% exception), prohibits repricing without shareholder approval, and caps director compensation; awards do not automatically vest on change in control except for non-employee directors (i.e., director awards do accelerate on change-in-control) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed in the proxy biography |
| Prior public boards | None disclosed in the proxy biography |
| Potential interlocks | Extensive prior leadership at Johnson & Johnson/Janssen; no related-party transactions disclosed involving Verheyen |
Expertise & Qualifications
- Business development leadership across licensing, M&A, and alliance management at Janssen; member of the Pharmaceuticals Group Operating Committee .
- Bioengineering degree; 35+ years in healthcare industry roles .
- Governance familiarity via operating committee participation and senior BD responsibilities .
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Common shares owned | 8,174 | April 11, 2025 | Direct ownership |
| Options acquirable within 60 days | 50,800 | April 11, 2025 | Included in beneficial ownership per SEC rules |
| Total beneficially owned | 58,974 | April 11, 2025 | <1% of class |
| Outstanding option awards (total) | 64,400 | December 31, 2024 | Total options outstanding as of fiscal year-end |
| Shares pledged | None disclosed; company policy prohibits pledging/margin accounts except with preapproval | ||
| Hedging | Prohibited for directors under insider trading policy |
Governance Assessment
- Strengths: Independent status with active roles on audit and compensation committees; board and committee attendance thresholds met; governance structures include independent chair, executive sessions, and robust committee charters. Equity plan governance features (clawback, minimum vesting, no repricing) support investor alignment .
- Alignment: Director compensation modest and primarily time-vested options; beneficial ownership includes options acquirable within 60 days, indicating some skin-in-the-game without excessive concentration; no related-party transactions involving Verheyen disclosed .
- Watchpoints: Director equity awards automatically vest upon change-in-control (single-trigger for directors), which can reduce alignment in sale scenarios; monitor any future BD transactions with J&J affiliates given Verheyen’s network, though no conflicts are disclosed. Company-wide equity overhang and burn rate are elevated (contextual dilution risk), independent of this director’s pay but relevant for governance and investor confidence .
Overall signal: Independent, engaged director with deep BD expertise; compensation and ownership are aligned and non-excessive; governance policies are investor-friendly. The primary governance caveat is single-trigger vesting for director awards on change-in-control, which merits monitoring alongside dilution metrics .