| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(c) On August 3, 2026, Cue Biopharma, Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) appointed James Ahlers as the Company’s Chief Financial Officer, effective as of July 30, 2026 (the “Effective Date”). In connection with his appointment as Chief Financial Officer, Mr. Ahlers will serve as the Company’s principal financial officer.
Mr. Ahlers, age 62, most recently served as a consulting Chief Financial Officer and strategic advisor to emerging life sciences companies, providing finance leadership across public and private financings, initial public offering readiness, Securities and Exchange Act (“SEC”) reporting and compliance, Sarbanes-Oxley Act of 2002 compliance, investor relations, and the scaling of finance functions. His engagements included, among others, most recently Danforth Advisors, LLC from January 2022 to July 2026, Intensity Therapeutics, Inc. as CFO/Advisory to Public and Private from January 2022 to June 2023, RenovoRx, Inc. as Executive Vice President of Corporate Finance from June 2023 to May 2024 and as CFO, Secretary and Treasurer from July 2022 to February 2024, as well as services for Arsenal Biosciences, Inc., and RegCell Co., Ltd. Prior to these engagements, he served as a part-time independent consultant to emerging life sciences companies. He previously served for nearly two decades as Chief Financial Officer of Intarcia Therapeutics, a privately held biopharmaceutical company developing drugs, biologics, peptides, and drug-device combinations for serious and life-threatening diseases. During his tenure, he completed multiple preferred stock offerings with gross proceeds of more than $1 billion, more than $150 million in debt financings, and more than $600 million of structured financings. He also scaled the finance organization and systems to support corporate growth. Earlier, Mr. Ahlers held senior finance and administration roles at Titan Pharmaceuticals, where he managed numerous public securities offerings, and Ansan Pharmaceuticals, which became a Titan subsidiary. While there, he managed public securities offerings, served as principal financial officer for two initial public offerings, and led SEC reporting. He also held finance roles at Medco Behavioral Care and Spectrum Foods. He started his career at Deloitte & Touche. Mr. Ahlers holds a Bachelor of Science in Accounting from the University of San Francisco.
In connection with his employment, on July 28, 2026, Mr. Ahlers entered into an executive employment agreement with the Company (the “Ahlers Employment Agreement”). Pursuant to the Ahlers Employment Agreement, Mr. Ahlers will be paid an annualized base salary of $450,000. Following the end of each calendar year, Mr. Ahlers will be eligible to receive a discretionary annual incentive bonus with a target of up to 45% of his base salary based upon the assessment of key performance indicators for the Company by the Compensation Committee of the Board. In accordance with the Ahlers Employment Agreement, on the Effective Date, the Board granted to Mr. Ahlers, under the Company’s 2026 Inducement Stock Incentive Plan (the “Plan”), as an inducement material to Mr. Ahlers acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4), (i) nonstatutory stock options (the “Initial Option”) to purchase 51,00 shares of the Company’s common stock and (ii) a restricted stock unit award for 25,500 shares of the Company’s common stock (the “Initial RSU” and together with the Initial Option, the “Initial Grants”). The Initial Option has an exercise price per share equal to $30.40, the closing price of the Company’s common stock on the Nasdaq Capital Market on the Effective Date. The Initial Grants will vest in equal quarterly installments over four years from the Effective Date, subject to Mr. Ahlers’ continued performance of services to the Company on each applicable vesting date.
Under the Ahlers Employment Agreement, Mr. Ahlers is entitled, subject to his execution and nonrevocation of a release of claims in the Company’s favor and his continued compliance with certain continuing obligations to the Company, in the event of a termination of his employment (i) by the Company other than for Cause or due to Mr. Ahlers’ death or Disability or (ii) by Mr. Ahlers for Good Reason (each as defined in the Ahlers Employment Agreement and each, a “Qualifying Termination”), to (i) a lump sum cash severance payment in an amount equal to the sum of (a) nine months of base salary plus (b) the target annual bonus amount for the year of termination, prorated based on the number of days that Mr. Ahlers is employed in such year through the date of termination, payable on the Company’s first payroll date that occurs more than 60 days after Mr. Ahlers termination, (ii) if Mr. Ahlers elects COBRA coverage for health and/or dental insurance in a timely manner, continued payment by the Company of the monthly premium payments for such health benefit coverage (consistent with what was in place at termination) until the earliest of (a) nine months following termination, (b) the date Mr. Ahlers obtains new employment that offers health and/or dental insurance that is reasonably comparable to that offered by the Company, and (c) the date COBRA continuation coverage would otherwise terminate in accordance with the provisions of COBRA, and (iii) all other payments, benefits or fringe benefits to which Mr. Ahlers is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant.
