Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-03-16

Cue Biopharma (CUE)

CEO Usman Azam was paid $1,185,639 in fiscal year 2025 (SEC filing 0001193125-26-108301 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,426,183
Daniel Passeri total, FY2025
Former Chief Executive Officer — highest-paid officer; CEO Usman Azam: $1,185,639
—
CEO (Usman Azam) pay percentile vs peers
—
CEO-to-median pay ratio
83.35%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Usman Azam (President and Chief Executive Officer), FY2025 total compensation $1,185,639 (base salary $143,077) [exec_comp, SEC accession 0001193125-26-108301, filed 2026-03-16]

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CUE's next annual pay disclosure, estimated March 16, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Daniel Passeri$240,504$0$0$336,555$0$0$849,124$1,426,183
Former Chief Executive Officer
Matteo Levisetti470,75300186,97500561,6361,219,364
Former Chief Medical Officer
Usman Azam143,077001,042,313002491,185,639
President and Chief Executive Officer
Lucinda Warren469,95200330,27500996801,223
Chief Financial and Business Officer
Colin Sandercock448,64600149,58000996599,222
SVP, General Counsel and Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Daniel Passeri$1,426,183$1,393,921—↑ +32,262
Matteo Levisetti1,219,3641,191,276—↑ +28,088
Usman Azam1,185,639———
Lucinda Warren801,223———
Colin Sandercock599,222———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against CUE
3 companies name CUE as a compensation peer

Each company listed discloses CUE in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CUE in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Colin SandercockOption2,0845.01—
Daniel PasseriOption337,5000.98—
Daniel PasseriOption12,5005.01—
Usman AzamOption1,875,0000.72—
Colin SandercockOption109,3751.94—
Colin SandercockOption37,5003.21—
Daniel PasseriOption81,0003.21—
Colin SandercockOption37,5001.65—
Daniel PasseriOption200,0001.94—
Lucinda WarrenOption175,0000.66—
Colin SandercockOption7,5006.91—
Lucinda WarrenOption218,7500.98—
Lucinda WarrenOption125,0000.72—
Colin SandercockOption175,0000.98—
05

Incentive-plan design — the Compensation Discussion & Analysis

Cue Biopharma aims to offer competitive compensation to attract, retain, and motivate highly skilled management, emphasizing long-term performance-based equity compensation over base salaries and annual bonuses to align management interests with stockholders and conserve cash.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantRadford, an AON Hewitt company
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-06-0413,186,5582,634,667138,96783.35%Passed
20232023-06-0711,079,6552,042,073897,14884.44%Passed
20222022-06-09—————
20212021-06-09—————
20202020-07-09—————
20192019-08-06—————

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-06-0483.35%a
20232023-06-0784.44%b
20222022-06-09—c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Peter A. KienerIndependent · Compensation (Chair) · Corporate Governance and Nominating · Science and Technology Strategy (Chair)$64,000—$19,381—$110,000$193,381
Pasha SarrafIndependent · Board Chair · Corporate Governance and Nominating · Science and Technology Strategy50,392—37,688—088,080
Patrick VerheyenIndependent · Audit · Compensation57,500—19,381—076,881
Frank MorichIndependent · Audit · Corporate Governance and Nominating (Chair) · Science and Technology Strategy57,138—19,381—076,519
Pamela GarzoneIndependent · Compensation · Science and Technology Strategy50,000—19,381—069,381
Jill BroadfootIndependent · Audit (Chair) · Corporate Governance and Nominating · Newly elected31,500—22,765—054,265
Frederick DriscollIndependent · Not standing for re-election · Departed during FY22,800—19,381—042,181
Usman AzamEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$35,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 10,000 / 8,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$333,330
Equity awards (grant-date value)$0
All other compensation$110,000
Total cost of the board$443,330

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Cue Biopharma2025Usman Azam$143,077$0$1,042,313$0$1,185,639

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Cue Biopharma in fiscal 2025?
As disclosed, Daniel Passeri (Former Chief Executive Officer) was the highest-paid executive at Cue Biopharma in fiscal 2025, with total compensation of $1,426,183.
How did shareholders vote on Cue Biopharma's executive compensation?
As disclosed, 83.35% of shareholders supported Cue Biopharma's executive compensation in the latest say-on-pay vote.
How much does Cue Biopharma spend in total on board compensation for fiscal 2025?
As disclosed, Cue Biopharma reported total board compensation of $443,330 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Daniel PasseriDEF 14A2026-03-160001193125-26-108301Section “Executive Compensation”. As printed: 1,426,183. Filing ↗machine: r4 · c12 · span 467202–467211
2Section 01, Matteo LevisettiDEF 14A2026-03-160001193125-26-108301Section “Executive Compensation”. As printed: 1,219,364. Filing ↗machine: r8 · c12 · span 484600–484609
3Section 01, Usman AzamDEF 14A2026-03-160001193125-26-108301Section “Executive Compensation”. As printed: 1,185,639. Filing ↗machine: r2 · c12 · span 458480–458489
4Section 01, Lucinda WarrenDEF 14A2026-03-160001193125-26-108301Section “Executive Compensation”. As printed: 801,223. Filing ↗machine: r6 · c12 · span 475882–475889
5Section 01, Colin SandercockDEF 14A2026-03-160001193125-26-108301Section “Executive Compensation”. As printed: 599,222. Filing ↗machine: r10 · c12 · span 493280–493287
6Section 08, Peter A. KienerDEF 14A——Section “Director Compensation”. As printed: 193,381.
7Section 08, Pasha SarrafDEF 14A——Section “Director Compensation”. As printed: 88,080.
8Section 08, Patrick VerheyenDEF 14A——Section “Director Compensation”. As printed: 76,881.
9Section 08, Frank MorichDEF 14A——Section “Director Compensation”. As printed: 76,519.
10Section 08, Pamela GarzoneDEF 14A——Section “Director Compensation”. As printed: 69,381.
11Section 08, Jill BroadfootDEF 14A——Section “Director Compensation”. As printed: 54,265.
12Section 08, Frederick DriscollDEF 14A2026-03-160001193125-26-108301Section “Director Compensation”. As printed: 42,181. Filing ↗machine: span 392937–393146
13Section 08, Usman AzamDEF 14A——Section “Director Compensation”. As printed: 0.
14Section 06, 2025 voteForm 8-K2025-06-100000950170-25-084279Item 5.07 · say-on-pay result. As reported: 83.35% (votes for as printed: 13,186,558). Filing ↗
15Section 06, 2023 voteForm 8-K2023-06-090001193125-23-164491Item 5.07 · say-on-pay result. As reported: 84.44% (votes for as printed: 11,079,655). Filing ↗
16Section 06, 2022 voteForm 8-K2022-06-100001193125-22-171921Item 5.07 · say-on-pay result. As reported: —. Filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 09b board cost (computed)Computed——Cash 333,330 + equity 0 + all other 110,000 = 443,330, summed across the director compensation table rows.machine: formula: Σ = 443,330
19Cue Biopharma (subject), Section 10b CEO totalDEF 14A2026-03-160001193125-26-108301CEO total compensation as printed in Cue Biopharma's own proxy. As printed: 1,185,639. Filing ↗machine: r2 · c12 · span 458480–458489

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