Usman Azam
Cue BiopharmaAbout Usman Azam
Usman Azam, age 57, was appointed President and Chief Executive Officer and joined the Board of Directors of Cue Biopharma effective September 29, 2025. He holds an M.D. from the University of Liverpool and is board certified in obstetrics and gynecology (UK) . He inherits a company with cumulative TSR of $9.64 on a $100 basis for 2024 and net loss of approximately $41 million, based on the company’s pay-versus-performance disclosure, framing a turnaround and financing execution mandate .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Inspirna, Inc. | Chief Executive Officer | Mar 2023 – May 2025 | Clinical-stage oncology; led the company pre-appointment to Cue |
| Empyrean Neuroscience, Inc. | Chief Executive Officer | Jan 2022 – Feb 2023 | Genetic engineering company leadership |
| Tmunity Therapeutics, Inc. | President & Chief Executive Officer | Dec 2016 – Jan 2022 | Cell/gene therapy biotech; acquired by Kite Pharma (Gilead) in 2023 |
| Novartis | Global Head of Cell & Gene Therapies | Mar 2009 – Nov 2016 | Led CGT globally at a large-cap pharma |
| NovAccel Therapeutics | Chief Executive Officer | Apr 2008 – Mar 2009 | CEO role |
| Aspreva Pharmaceuticals | Chief Medical Officer | Jan 2007 – Apr 2008 | CMO role |
| Johnson & Johnson (Ethicon) | Chief Medical Officer (Ethicon) | 2004 – 2006 | Senior medical leadership |
| GlaxoSmithKline; Pfizer | Various leadership positions | Earlier career | Senior R&D leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ProTgen, Inc. (private) | Board Director | Current | Privately held biotechnology company |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $620,000 per year |
| Target annual bonus | 50% of base salary; discretionary based on Compensation Committee assessment of CEO and company performance |
| Board fee | No additional compensation for Board service as an employee director |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | Committee assessment of company and CEO performance | N/D | 50% of base salary | Not yet disclosed | Paid after year-end if approved |
| Performance-based stock option | Financing milestone | 100% | Vest upon timely achievement of specified financing milestone | Not yet disclosed | One-time vest when milestone is achieved |
Notes: Detailed bonus metrics and payout curves were not disclosed in the appointment 8-K. The financing milestone for the PSU-style option is specified in the agreement but not described publicly beyond “financing milestone” .
Equity Ownership & Alignment
| Instrument | Quantity | Exercise price | Vesting | Start of vesting | Term/other |
|---|---|---|---|---|---|
| Time-based stock option | 1,875,000 shares | Equal to the closing price on Effective Date (9/29/2025) | 48 equal monthly installments, beginning on the first anniversary of Effective Date (monthly thereafter) | Sep 29, 2026 | Options under 2025 Plan have max 10-year term per plan; Board sets terms |
| Performance-based stock option | 375,000 shares | Equal to closing price on Effective Date | 100% vests if financing milestone achieved timely | N/A | Plan-based option terms apply |
- Estimated monthly vest after cliff: 1,875,000 ÷ 48 ≈ 39,062.5 shares per month once vesting commences, creating a steady cadence of potential exercisable supply beginning 9/29/2026 .
- Hedging/pledging: Directors and officers are prohibited from hedging and from holding or pledging shares in margin accounts, except in limited cases with pre-approval (CFO and, for directors/executives, the Audit Committee) .
- Stock ownership guidelines: Not disclosed for executives; company emphasizes equity incentives but has not stated formal executive ownership guidelines in recent proxies .
Employment Terms
| Term | Details |
|---|---|
| Start date | Effective September 29, 2025 |
| Employment agreement | Executive Employment Agreement dated September 28, 2025 |
| Severance (termination without Cause or resignation for Good Reason) | Lump-sum cash equal to 12 months base salary plus target annual bonus prorated for the year of termination; paid on first payroll date >60 days post-termination (subject to release; restrictive covenants apply) |
| COBRA | Company-paid premiums for up to 12 months or until earlier of new comparable coverage or COBRA expiration |
| Change-in-control treatment | Under the 2025 Plan, awards for employees feature double-trigger acceleration (no automatic vest at CoC): full vesting if terminated without cause or resign for good reason within 2 years post-CoC; non-employee director awards single-trigger at target; 409A-compliant CoC definition applies |
| Indemnification | Standard form indemnification agreement entered into at appointment |
| Board compensation | No additional compensation for service on the Board as an employee |
Board Governance
- Board service: Appointed to Cue’s Board effective 9/29/2025; no committee assignments disclosed; as CEO, he would not be “independent” under Nasdaq rules (employees are not independent) .
- Board leadership structure: Chairman and CEO roles are separated; independent Chair (Dr. Frank Morich) leads the Board, enhancing independent oversight and risk assessment .
- Committee independence: Audit and Compensation Committees consist of independent directors, with named members and chairs disclosed in the 2025 proxy (Audit: Driscoll chair; Compensation: Kiener chair) .
Compensation Committee Context
- Committee members: Peter A. Kiener (Chair), Pamela D. Garzone, Patrick Verheyen (2024–2025) .
- Independent consultant: The committee retained Radford (Aon) for benchmarking and program design in 2023–2024 .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay result |
|---|---|
| 2024 Annual Meeting | For: 11,745,009; Against: 1,924,707; Abstain: 195,143; Broker non-votes: 20,311,373 |
Performance & Track Record
- Background and credentials: Senior leadership across cell and gene therapy programs at Novartis (Global Head), CEO roles at Tmunity (acquired by Kite/Gilead in 2023), Empyrean, and Inspirna; current board role at ProTgen; M.D. (Liverpool) .
- Company performance context pre-tenure: 2024 pay-versus-performance table shows TSR value $9.64 (from $100 base) and net loss of ~$41M, underscoring financing and execution needs in 2025+ .
Related Policies and Risk Controls
- Clawback: 2025 Stock Incentive Plan subjects participants to the Company’s Dodd-Frank compensation recovery policy .
- Repricing: Plan prohibits option/SAR repricing without shareholder approval .
- Minimum vesting: General one-year minimum vesting (with limited 5% carve-out) .
- Director equity at CoC: Single-trigger vesting at target for non-employee directors; double-trigger for employees .
Investment Implications
- Pay-for-performance alignment: Large initial grant is entirely in options with (a) a delayed, monthly vest schedule beginning after a one-year cliff and (b) a financing-milestone performance option, tightly linking realized value to stock appreciation and capital access—supportive of alignment but with potential dilution sensitivity around financing events .
- Selling pressure/overhang timing: No time-based vest until 9/29/2026; thereafter ~39,062 shares/month vest, creating a predictable cadence for potential exercise/sales. A financing event could trigger a one-time 375,000-share vesting in the performance option, a possible trading overhang around that catalyst .
- Downside protection: Severance at ~1x salary plus target bonus (prorated) and up to 12 months COBRA is moderate; equity follows double-trigger acceleration, limiting windfall risk absent termination tied to a CoC .
- Governance: Separation of Chair/CEO, independent committees, clawback policy, and no repricing are governance positives. As an employee director, he is not independent, but the independent Chair structure mitigates dual-role concerns .
- Execution risk: Company’s negative TSR and net losses before his arrival signal a need for clinical and partnering progress and prudent financing—areas aligned with his CGT leadership history and BD exposure .
Data sources: Executive appointment and employment terms (including salary, bonus target, equity grants, vesting, severance, board compensation, indemnification) . Plan-level change-in-control, clawback, and governance features . Board leadership and committee composition . Say-on-pay vote (2024) . Pay-versus-performance (TSR and net income) . Hedging/pledging prohibitions .