| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) On May 29, 2026, Cue Biopharma, Inc. (the “Company”) and each of Jill Broadfoot, Peter Kiener, Frank Morich and Patrick Verheyen mutually agreed that Messrs. Kiener, Morich and Verheyen and Ms. Broadfoot would resign as members of the Board of Directors of the Company (the “Board”) and as members of the committees of the Board on which they serve, effective immediately. Messrs. Kiener, Morich and Verheyen and Ms. Broadfoot’s respective resignations were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board would like to thank Messrs. Keiner, Morich and Verheyen and Ms. Broadfoot for their years of dedicated service to the Company.
(b) On June 1, 2026, the Board appointed Sumita Ray, JD, as the Company’s Chief Legal & Compliance Officer and Corporate Secretary, effective June 1, 2026. Ms. Ray succeeds Colin Sandercock, M.S.E, J.D., who served as the Company’s Senior Vice President, General Counsel and Secretary. Mr. Sandercock will continue to serve as the Company’s Senior Vice President, Intellectual Property.
Ms. Ray has been in the biotech industry for over 25 years and has held positions as Chief Legal & Compliance Officer and Corporate Secretary for over a decade at various publicly traded companies. Most recently she served as Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Vaxxinity (Nasdaq: VAXX), a formerly public biotechnology company from October 2023 through March 2025. Prior to that, Ms. Ray held the position of Chief Legal, Compliance & Administrative Officer and Corporate Secretary at the public biotechnology companies of Instil Bio, Inc. (Nasdaq: TIL) from April 2022 to June 2023, and Calithera BioSciences, Inc. (Nasdaq: CALA) from May 2017 to May 2022. Ms. Ray currently serves on the Board of Directors of Biomea Fusion, Inc.(Nasdaq: BMEA) to which she was appointed in July 2021.
(c) On June 1, 2026, the Board appointed Michael Meluzio as the Company’s Vice President, Principal Accounting Officer, to serve as the Company’s principal accounting officer, effective June 1, 2026. Mr. Meluzio’s new role as Vice President, Principal Accounting Officer, supersedes his prior role as the Company’s Vice President, Finance.
Michael Meluzio, 42, has served as the Company’s VP of Finance since January 2026 and as the Company’s Corporate Controller from January 2024 to January 2026. Prior to joining the Company, Mr. Meluzio served as Corporate Controller at Omega Therapeutics from March 2022 to January 2024 and at Kiora Pharmaceuticals, Inc. from March 2021 to March 2022. Prior to that, Mr. Meluzio held various roles in the finance departments at Takeda Pharmaceutical Company, Shire (subsequently acquired by Takeda), Green Key Resources and MHW, Ltd. Mr. Meluzio began his career at PricewaterhouseCoopers LLP and is a certified public accountant in the state of New York. Mr. Meluzio holds a Bachelor of Business Administration in Accounting from Adelphi University.
There are no arrangements or understandings between Mr. Meluzio and any other persons pursuant to which he was selected as the Company’s principal accounting officer. Mr. Meluzio does not have any family relationships with any of the Company’s other directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. There are no relationships or transactions in which Mr. Meluzio has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K. Mr. Meluzio will not receive any additional compensation in connection with serving as the Company’s principal accounting officer.
(d) On May 30, 2026, the Board appointed each of Daniel Camardo and Viola Meehan as directors of the Company, to hold office for a one-year term and until his or her resignation or removal or his or her successors are duly elected and qualified. Mr. Camardo was appointed as chair of the Nominating and Corporate Governance Committee of the Board and as a member of the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee of the Board (the “Compensation Committee”), and Ms. Meehan was appointed as chair of the Audit Committee and as a member of the Compensation Committee.
In connection with these changes, the Board approved a reduction in the size of the Board from seven directors to five directors, effective June 1, 2026.
There are no arrangements or understandings between either of Mr. Camardo or Ms. Meehan and any other persons pursuant to which they were selected as a director. There are no relationships or transactions in which either of Mr. Camardo or Ms. Meehan has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Camardo has served as President of Immedica North America, a subsidiary of Immedica Pharma AB, since September 2024. Prior to joining Immedica Pharma AB, Mr. Camardo was Principal of CLC Biopharma, LLC providing consulting services to clinical stage biotech and specialty pharmaceutical companies. From February 2022 to January 2024, Mr. Camardo served as Chief Executive Officer and member of the Board of Directors at Athersys, Inc. In 2022, Mr. Camardo joined the Healthcare Program at the Kellogg School of Management, where he teaches a course on Pharmaceutical Strategy. Prior to joining Athersys, Inc., Mr. Camardo was Executive Vice President and President U.S. of Horizon Therapeutics plc, a biotechnology company focused on serious, rare autoimmune and inflammatory diseases. Prior to joining Horizon Therapeutics plc in 2015, Mr. Camardo spent 11 years with Astellas Pharma Inc., a global pharmaceutical company based in Tokyo, Japan. Mr. Camardo holds a Bachelor of Arts degree in Economics and Mathematics from the University of Rochester and a Master of Business Administration from Northwestern University’s Kellogg School of Management.
Ms. Meehan served as Chief Financial Officer of Vanqua Bio, Inc. from January 2020 to her retirement in January 2023. From April 2009 to November 2019, Ms. Meehan served as Vice President, Research & Development Finance & Operations group at AbbVie Inc. Ms. Meehan joined Abbott in 1992 and progressed through a wide variety of finance leadership roles supporting Commercial, R&D, Operations, Business Development and other
