NextCure (NXTC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 20, 2025, to be held virtually, allowing electronic voting and Q&A participation.

• Focus on electing three Class III directors, ratifying the auditor, advisory votes on executive compensation, and a reverse stock split proposal.

• Company is advancing clinical and preclinical programs, including a Phase 1 trial for LNCB74 and preclinical assets NC605 and NC181.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of such votes, with the board recommending annual votes.

• Approval of a reverse stock split at a ratio between 1:5 and 1:15, at the board's discretion, to maintain Nasdaq listing compliance.

• Approval of potential adjournments to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of seven members, with a majority being independent and over 42% female.

• Board committees include audit, compensation, and nominating/governance, all with independent members.

• Chair and CEO roles are separated to reinforce board independence.

• Annual review of CEO succession planning and director education.

• Code of business conduct and ethics applies to all directors, officers, and employees.