SEC Form DEF 14A filed by NextCure Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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NextCure, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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MESSAGE FROM OUR CHAIRMAN AND OUR CEO

Dear Stockholders:

 

 

NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of NextCure, Inc.:

We will hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of NextCure, Inc. (the “Company,” “NextCure,” “we,” “us,” or “our”) on June 18, 2026 at 11:00 a.m. Eastern Time, as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visiting www.virtualshareholdermeeting.com/ NXTC2026 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials (the “Notice”), on your proxy card (the “Proxy Card”), or in the voting instructions that accompanied the proxy materials (the “Proxy Materials”). Items of business at the Annual Meeting include:

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To elect as directors the two nominees named in the accompanying Proxy Statement to a term of three years each, and until their successors have been duly elected and qualified.

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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

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To approve, on an advisory basis, the compensation paid by Company to its named executive officers.

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To approve an amendment and restatement of our 2019 Omnibus Incentive Plan in order to, among other items, increase the number of shares of our common stock that are authorized for issuance thereunder.

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The proposed Amended and Restated 2019 Omnibus Incentive Plan is attached hereto as Appendix A to the accompanying proxy statement (the “Proxy Statement”) and is incorporated herein by reference.

These matters are more fully described in the Proxy Statement. In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.

We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish our Proxy Materials, consisting of this Notice of Annual Meeting, the Proxy Statement, the Proxy Card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) via the Internet. On April 24, 2026, we commenced mailing the Notice to stockholders (as of the record date), which Notice contains instructions on how to access our Annual Meeting materials and vote via the Internet, by mail or by telephone. The Notice also contains instructions on how to request a paper copy of our Proxy Materials and the 2025 Annual Report. This process allows us to provide our stockholders with the information they need on a timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials.

 

 

Your vote is important. Whether or not you expect to participate in the Annual Meeting, the Board of Directors encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.

By Order of the Board of Directors,

Michael Richman
President & Chief Executive Officer
April 24, 2026

 

 

TABLE OF CONTENTS

 

 

 

 

PROXY STATEMENT SUMMARY

This summary highlights information that is contained elsewhere in this Proxy Statement regarding the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of NextCure, Inc. (the “Company,” “NextCure,” “we,” “us,” or “our”). This summary does not include all information necessary to make a voting decision, and you should read this Proxy Statement in its entirety before casting your vote.

NextCure at a Glance

NextCure is a clinical-stage biopharmaceutical company committed to discovering and developing innovative medicines that treat cancer patients that do not respond to, or have disease progression on, current therapies, through the use of differentiated mechanisms of actions including Antibody-Drug Conjugates (“ADCs”), antibodies and proteins. We view the immune system holistically and, rather than target one specific immune cell type, we focus on understanding biological pathways, the interactions of cells and the role each interaction plays in an immune response. We are focused on patients who do not respond to current therapies, patients whose cancer progresses despite treatment and patients with cancer types not adequately addressed by available therapies. We are committed to discovering and developing therapies that leverage our core strengths in understanding biological pathways and biomarkers, the interactions of cells, including in the tumor microenvironment, and the role each interaction plays in a biologic response.

Business Highlights: Clinical Product Candidates

SIM0505 (CDH6 TopoI antibody drug conjugate): an ADC targeting a unique binding epitope of the membrane glycoprotein called cadherin-6 or K-cadherin (“CDH6”), which is overexpressed in multiple tumor types.

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SIM0505 is exclusively licensed from Simcere Zaiming Pharmaceutical Co., Ltd. (formerly named Hainan Simcere Zaiming Pharmaceutical Co., Ltd., or “Zaiming”), with Zaiming retaining commercial rights to SIM0505 in China, Hong Kong, Macau, and Taiwan

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SIM0505 is being investigated under a multi-regional Phase 1 clinical trial with Zaiming enrolling patients in China and NextCure enrolling patients in the United States

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Phase 1 dose escalation data readout is expected in the second quarter of 2026

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LNCB74 (B7-H4 MMAE antibody drug conjugate): an ADC utilizing a cancer-selective cleavable glucuronidase cleavage linker and targeting an immunomodulatory molecule called human B7 homolog 4 protein, or “B7-H4”, which is a protein expressed on multiple tumor types.

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LNCB74 is being advanced under collaboration with LigaChem Biosciences, Inc. (formerly named LegoChem Biosciences, Inc.)

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LNCB74 is being investigated in a Phase 1 dose-escalation and dose expansion/optimization study to evaluate the safety, tolerability and preliminary anti-tumor activity of LNCB74 in patients with tumor types known to have high B7-H4 expression

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Phase 1 trial update is expected in the second half of 2026

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Overview of Proposals to be Presented at the Annual Meeting and Voting Recommendation of Our Board of Directors (the “Board”)

Proposal No. 1: Election of Director Nominees

We are asking you to vote for the election of Anne Borgman, M.D., and John G. Houston, Ph.D., as Class I directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

We are asking you to ratify our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although stockholder ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm is not required by law or our organizational documents, our Board has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in the view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting.

Proposal No. 3: Advisory Vote to Approve Executive Compensation

We are asking you to vote to approve, on an advisory basis, the compensation paid by the Company to its named executive officers. The approval or disapproval of this proposal by stockholders will not require the Board or its compensation committee to take any action regarding the Company’s executive compensation practices. The final decision on the compensation and benefits of our executive officers remains with the Board and the compensation committee.

Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2019 Omnibus Incentive Plan to, among other items, Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder

We are asking you to vote to approve an Amended and Restated 2019 Omnibus Incentive Plan that has been amended, in pertinent part, to increase the number of shares of common stock authorized for issuance thereunder.

Other Proposals

The Board is not aware of any matters that will be brought before the Annual Meeting that are not referred to in the enclosed Proxy Card. If any other business should properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

 

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Important Notice Regarding the Internet Availability of Proxy Materials

The Notice of Annual Meeting, the Proxy Statement, and the 2025 Annual Report are available at www.proxyvote.com.

 

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Attending the Annual Meeting

You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ NXTC2026 and using your 16-digit control number included on your Notice, on your Proxy Card, or on the instructions that accompanied your Proxy Materials to enter the meeting.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares held in street name, your broker, bank, trustee, or other nominee is considered, with respect to those shares, the stockholder of record, and the Notice or voting instructions are being forwarded to you by that organization.

The virtual meeting platform is fully supported across major web browsers and multiple device types running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Please allow ample time for online check-in, which will begin at 10:45 a.m. Eastern Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting login page. We will endeavor to answer as many questions submitted by stockholders as time permits at the Annual Meeting. Further information regarding procedures for asking questions and rules of conduct for the meeting will be posted on the virtual meeting login page. A replay of our Annual Meeting webcast will be available at www.virtualshareholdermeeting.com/NXTC2026 and will remain there for one year.

We believe that conducting the Annual Meeting as a virtual meeting will encourage higher levels of stockholder participation while also helping us reduce environmental and other costs associated with the Annual Meeting.

Stockholders Entitled to Vote

The Board has set April 22, 2026 as the record date for the Annual Meeting. If you were the owner of our common stock at the close of business on the record date, you are entitled to vote at the Annual Meeting. You are entitled to one vote for each share of common stock you held on the record date. At the close of business on the record date, there were 3,607,555 shares of our common stock issued, outstanding and entitled to vote.

A list of stockholders of record entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of ten days before the Annual Meeting at our corporate offices at 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705.

Quorum

A majority of our issued and outstanding shares of common stock as of the record date must be present at the Annual Meeting, either in attendance or by proxy, to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as present at the Annual Meeting if you either attend our Annual Meeting or properly submit your proxy prior to the Annual Meeting. Shares subject to a broker non-vote will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.

 

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Voting Methods

Voting Before the Meeting

To vote your shares before the Annual Meeting, please follow the instructions for Internet or telephone voting on the Notice. If you request printed copies of the Proxy Materials by mail, you may also vote by signing and submitting your Proxy Card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. We encourage you to vote before the Annual Meeting even if you plan to attend the Annual Meeting, so that your shares will be represented whether or not you are able to attend the meeting.

Voting At the Meeting

Stockholders may vote and ask questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/NXTC2026. To participate in the Annual Meeting, you will need the 16-digit control number. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance to ensure your vote will be counted if you later decide not to attend the Annual Meeting.

Street Name Holders

If you are a beneficial owner who holds your shares in street name, you have the right to direct your broker, bank, trustee or other nominee on how to vote the shares held in your account. You should follow the instructions in the Notice or voting instructions provided to you by that organization to vote your shares or direct the organization on how to vote your shares.

Vote Requirements

Proposal No. 1: Director Nominee Election

For a director to be elected, the director must receive the affirmative vote of a majority of the votes cast in the election.

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

The affirmative vote of the majority of the voting power present in person or represented by proxy at the meeting and entitled to vote on the matter is required to ratify our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal No. 3: Advisory Vote to Approve Executive Compensation

For advisory approval of the compensation of the Company’s named executive officers, the proposal must receive the affirmative vote of the majority of the voting power present in person or represented by proxy at the meeting and entitled to vote on the matter.

Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2019 Omnibus Incentive Plan to, among other items, Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder

To approve the proposed amendment and restatement of our 2019 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder, the proposal must receive the affirmative vote of the majority of the voting power present in person or represented by proxy at the meeting and entitled to vote on the matter.

 

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How Your Shares Will Be Voted

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the election of each director nominee and on Proposal Nos. 2, 3 and 4. If you vote “ABSTAIN” on any proposal, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting. An abstention will have no effect on the outcome of the election of our directors, but will have the same effect as a vote “AGAINST” Proposal Nos. 2, 3 and 4.

Banks, brokerage firms, and other nominees (generally referred to as “brokers”) who hold our shares in street name for their customers generally have authority to vote on “routine” proposals even when they have not received voting instructions from the beneficial owners of the shares. However, they are precluded from exercising their voting discretion with respect to the election of directors or other non-routine matters. A “broker non-vote” occurs when your broker does not receive voting instructions with respect to a proposal and the broker is not permitted to vote such shares because it does not have discretionary authority to do so. Broker non-votes will have no impact on the voting results.

At the Annual Meeting, we expect that a broker will have discretionary authority to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) and the adjournment proposal (Proposal No. 5), but not with respect to any of the other proposals. We do not expect that there will be any broker non-votes on Proposal No. 2, because brokers will have discretionary authority to vote shares on this proposal.

If you are a stockholder of record and you properly sign and return a Proxy Card, your shares will be voted as you direct. If no instructions are indicated on such Proxy Card and you are a stockholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this Proxy Statement, including “FOR” for all director nominees, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, “FOR” the approval of the Company’s compensation of its named executive officers, and “FOR” the amendment and restatement of our 2019 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder.

Revocability of Proxies

Any proxy given by a stockholder of record pursuant to this Proxy Statement may be revoked by the person giving it at any time before the final vote at the Annual Meeting by submitting a written notice of revocation by mail to NextCure, Inc., 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland, 20705. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone, by signing and returning a new Proxy Card by mail (only your latest proxy timely submitted prior to the Annual Meeting will be counted), or by attending and voting during the online Annual Meeting. Attending the Annual Meeting, by itself, will not revoke a previously submitted proxy. Holders in street name should follow the instructions provided to you by your broker, bank, trustee, or other nominee regarding how to revoke a proxy previously submitted.

Solicitation of Proxies

Our Board is making this solicitation and we will bear the entire cost of preparing, assembling, printing, mailing, and distributing these Proxy Materials and soliciting votes. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of common stock, and normal handling charges may be paid for such forwarding service. The Company has hired Campaign Management LLC to solicit proxies with respect to the Annual Meeting, for a fee of $9,500, plus reasonable expenses, associated with these services. Officers and other of our employees, who will receive no additional compensation for their services, may solicit proxies by mail, email, or via the Internet, personal interview, or telephone.

 

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PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS

Overview

Our Board is divided into three classes, with each class having staggered three-year terms. Our Board currently consists of seven members, with Classes I and II each being comprised of two directors and Class III being comprised of three directors.

At the Annual Meeting, two Class I directors will be elected to hold a three-year term expiring at our 2029 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. Anne Borgman, M.D. and John G. Houston, both of whom currently are Class I directors, are nominees for election at the Annual Meeting.

The nominating and corporate governance committee has recommended, and the Board has approved, the nomination of each of the two director nominees named in this Proxy Statement to stand for election at the Annual Meeting.

Each of the nominees has consented to serve if elected. However, if any of the nominees fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board and any class thereof.

Director Qualifications

The nominating and corporate governance committee of the Board is tasked with annually considering the size, composition, and needs of the Board and, as appropriate, recommending the nominees for directors to the Board for approval. The nominating and corporate governance committee considers and evaluates suggestions from many sources regarding possible candidates for directors. Below are the general criteria for the evaluation of current and proposed directors:

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high standards of integrity, commitment, independence of thought and judgment;

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diversity of talent, skill, and expertise sufficient to provide sound and prudent guidance with respect to all of our operations and interests, which may include experience at senior levels of public companies, leadership positions in the life sciences, healthcare, or public health fields, science or technology backgrounds, and financial experience;

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confidence and a willingness to express ideas and engage in constructive discussion with other Board members, management, and all of our relevant stakeholders;

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ability to devote sufficient time, energy, and attention to corporate affairs;

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active participation in the decision-making process, willingness to make difficult decisions in the best interests of the Company and our stockholders and demonstrate diligence and faithfulness in attending Board and committee meetings; and

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freedom from any conflict of interest that would impair the person’s ability to fulfill the responsibilities of a member of the Board.

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We have no formal policy regarding board diversity; however, the nominating and corporate governance committee and the Board may consider factors such as gender, ethnicity, race and other characteristics when evaluating how a candidate for director could contribute to the overall diversity of the Board. The nominating and corporate governance committee and the Board evaluate each individual in the context of the composition of the Board as a whole, with the objective of assembling a group that maximizes the success of the business and represents stockholder interests through the exercise of sound judgment using its diversity of experience.

 

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Stockholder Nominations

The nominating and corporate governance committee will review and evaluate candidates for election to the Board suggested in writing by a stockholder and will make a recommendation to the Board using the same criteria as it does in evaluating candidates submitted by members of the Board. Any such suggestions should be submitted to the Corporate Secretary, NextCure, Inc., 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland. If the Company receives such a suggestion, the Company may request additional information from the candidate to assist in its evaluation.

The nominating and corporate governance committee will also review and evaluate candidates directly nominated by stockholders for election to the Board, taking into consideration whether nominations are in accordance with the procedures to nominate directors set forth in our bylaws. Any stockholder who wishes to recommend a candidate for consideration by the nominating and corporate governance committee should follow the procedures described later in this Proxy Statement under the heading “Stockholder Proposals and Nominations to be Included in Next Year’s Annual Meeting.”

Board Composition

Set forth below are some of the experiences, qualifications, attributes, and skills possessed by the nominees for election to the Board and our continuing directors.

 

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Nominees and Continuing Directors

Biographical information for each person nominated for election as a director at the Annual Meeting and each person whose term of office as a director will continue after the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the nominating and corporate governance committee and our Board that each such person should continue to serve as a director.

Class I Director Nominees up for election to Terms Expiring in 2029

 

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Anne Borgman, M.D.

 

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John G. Houston, Ph.D.

 

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Continuing Directors — Class II Directors with Terms Expiring in 2027

Elaine V. Jones, Ph.D.

 

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Ellen G. Feigal, M.D.

 

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Continuing Directors — Class III Directors with Terms Expiring in 2028

David Kabakoff, Ph.D.

 

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Michael Richman

 

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Stephen W. Webster

 

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CORPORATE GOVERNANCE AND OUR BOARD OF DIRECTORS

Board Leadership and Governance Structure

The following table details certain basic information on our directors as well as the composition of the Board and its standing committees (including the number of meetings held during the year ended December 31, 2025):

✔ = Member

© = Chair

Director Independence

The Board has determined that none of our directors other than Mr. Richman, who is also our Chief Executive Officer, have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the rules of the Nasdaq Stock Market, LLC (“Nasdaq”). In making these determinations, the Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.”

Executive Sessions

The independent directors meet in regular executive sessions to, among other matters, review the performance of the Chief Executive Officer. The Chair of the Board leads regularly scheduled meetings of independent directors following Board meetings to discuss matters as such independent directors consider appropriate.

Board Leadership Structure

Dr. Kabakoff currently serves as Chair of the Board. The Board believes that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance, and enhances the effectiveness of the Board as a whole, and has concluded that our current board leadership structure is appropriate at this time. However, our amended and restated bylaws and corporate governance guidelines provide the Board with flexibility to combine or separate the positions of Chair and Chief Executive Officer and to appoint a lead director in accordance with its

 

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determination that utilizing one or the other structure would be in the best interests of our company. The Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

The duties of the Chair of the Board include the following:

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Overseeing that the Board governance policies and practices are in place.

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Approving Board meeting agendas.

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Working with Committee chairs to set Committee agendas, consider strategic issues facing the Company and gather input from other Board members and the Chief Executive Officer.

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Presiding over Board and annual stockholder meetings.

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Attending Committee meetings as appropriate.

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Coordinating effective communication between respective Committee chairs and management.

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Overseeing orientation for new directors and ongoing education for directors.

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Overseeing that the Board receives accurate, timely and clear information on:

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the Company’s performance;

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the issues, challenges, and opportunities facing the Company; and

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matters reserved to it for decision.

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Facilitating effective communication and constructive relationships between the Board and management.

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Serving as spokesperson for the Board.

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Meeting with stockholders when Board engagement is requested.

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Board Committees

The Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees operates under a written charter approved by the Board that satisfies applicable SEC and Nasdaq standards. From time to time, the Board may establish other committees to facilitate the management of our business. Each committee’s charter is available under the “Investors — Governance” section of our website at www.nextcure.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website.

Audit Committee

The primary function of our audit committee is to oversee our corporate accounting and financial reporting process. Our audit committee’s responsibilities include:

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appointing and retaining, approving the compensation of, overseeing, and evaluating the independence, qualification and performance of our independent registered public accounting firm;

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reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

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coordinating the Board’s oversight of our internal control over financial reporting, disclosure controls and procedures, and the prompt reporting of violations of our code of business conduct and ethics;

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reviewing our critical accounting policies and estimates;

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discussing our risk management policies;

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reviewing and approving or ratifying any related person transaction; and

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preparing the audit committee report required to be included in our annual Proxy Statement.

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The members of our audit committee are Dr. Jones, Dr. Kabakoff and Mr. Webster, who serves as the chair of the committee. The Board has determined that each of the members of our audit committee satisfies the financial literacy and sophistication requirements of the SEC and the Nasdaq listing rules. In addition, the Board has determined that Mr. Webster qualifies as an “audit committee financial expert” under SEC rules. Under SEC rules, members of our audit committee must also meet heightened independence standards. The Board has determined that each of the members of our audit committee is independent under the applicable heightened SEC standards and Nasdaq listing rules.

Compensation Committee

Our compensation committee oversees policies relating to compensation and benefits of our officers and employees. The compensation committee reviews, approves, and recommends to the Board corporate goals and objectives relevant to compensation of our executive officers, and evaluates the performance of these officers in light of those goals and objectives. The compensation committee reviews and approves compensation for our executive officers at least annually. In making compensation decisions for executive officers other than our Chief Executive Officer, the compensation committee meets with and discusses such decisions with our Chief Executive Officer. The compensation committee separately meets without our Chief Executive Officer to deliberate and approve our Chief Executive Officer’s compensation. The compensation committee also reviews and approves the issuance of stock options and other awards to our executive officers. The compensation committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance by the compensation committee with its charter. The members of our compensation committee are Dr. Feigal, Mr. Webster and Dr. Houston, who serves as chair of the committee. Each of the members of our compensation committee is independent under the applicable Nasdaq listing rules and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The compensation committee also oversees and advises the Board with respect to Company’s compliance with the rules and regulations of the SEC and Nasdaq related to the disclosure of, and stockholder approval of, certain executive compensation matters and equity compensation plans.

The compensation committee’s charter permits the compensation committee to delegate to one or more executive officers the power to grant options or other stock awards pursuant to equity-based incentive plans to employees who are not directors or executive officers.

To assist in carrying out its responsibilities, the compensation committee is authorized to retain the services of independent advisors. The compensation committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national compensation consulting firm, to serve as an independent consultant to the compensation committee for 2025. During 2025, Pearl Meyer provided advice to the compensation committee on matters related to, among other things:

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compensation of our executive officers, including providing the compensation committee with data and analysis to support compensation decisions; and

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the design of our director compensation program.

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Prior to engaging Pearl Meyer, the compensation committee considered and assessed Pearl Meyer’s independence. To help ensure Pearl Meyer’s continued independence and to avoid any actual or apparent conflict of interest, the compensation committee regularly, but not less than annually, reassesses Pearl Meyer’s independence and does not permit Pearl Meyer to be engaged to perform any services to us beyond those services provided to the compensation committee. The compensation committee has sole authority to select, retain or terminate its executive compensation consultants and to approve their fees and other retention terms.

 

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. In addition, our nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to the Board concerning governance matters. The members of our nominating and corporate governance committee are Dr. Borgman, Dr. Kabakoff and Dr. Jones, who serves as chair of the committee. Each of the members of our nominating and corporate governance committee is independent under the applicable Nasdaq listing rules.

Meeting Attendance

During 2025, each member of the Board of Directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings held by all committees of the Board on which such person served, which includes any meetings of each committee of the Board on which he or she served during such director’s time in office. All members of the Board are encouraged to attend the annual meeting of stockholders and 5 of 7 directors attended our 2025 annual meeting of stockholders.

Other Governance Matters

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including those officers responsible for financial reporting. A current copy of the code of business conduct and ethics is available under the “Investors — Governance” section of our website www.nextcure.com. In the event that any future amendments to the code or any waivers of its requirements are made, we intend to disclose such items on our website.

Role of the Board in Risk Oversight

The Board administers its role in the oversight of risk directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas.

In particular, the Board monitors and assesses strategic risk exposure and our audit committee oversees our major financial risk exposures and the steps our management team has taken to monitor and control these exposures. Our audit committee also monitors compliance with legal and regulatory requirements, oversees risk management associated with the Company’s information technology and data security and considers and approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance practices and of the Board. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. While each committee evaluates certain risks and oversees the management of such risks, our entire Board is regularly informed about the risks overseen by the committees through committee reports.

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies and presents the steps taken by management to mitigate or eliminate such risks.

With respect to cybersecurity, the Board is briefed by management and the audit committee on key cyber risks facing the Company at least annually, and more often as warranted. The Company also

 

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maintains insurance coverage for certain liabilities associated with cyber risks and all employees receive a comprehensive training on cybersecurity best practices, including strategies to identify phishing attacks.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to assist the Board in carrying out its oversight responsibilities and to serve the best interests of the Company and our stockholders. Our Corporate Governance Guidelines are intended to serve as a flexible framework for the conduct of the Board’s business and are available under the “Investors — Governance” section of our website at www.nextcure.com.

Limits on Outside Board Service

The Company recommends that all directors limit the number of other public company boards on which he or she serves so that he or she is able to devote adequate time to his or her duties to the Company, including preparing for and attending meetings. Pursuant to our Corporate Governance Guidelines, no director may serve on more than four public company boards of directors (including the Company’s Board), and the CEO, if a member of the Board, shall serve on no more than a total of three, without the Board’s consent.

Members of the audit committee may not simultaneously serve on the audit committee of more than three public companies, including the Company’s, unless the Board has determined that such service would not impair the ability of the member to effectively serve on the Company’s audit committee. The chairperson of the audit committee may not serve as the chairperson of the audit committee of any other public company absent waiver granted by the Board. Mr. Webster currently serves as our audit committee chair and, pursuant to a waiver granted by our Board, also serves as audit committee chair of Cullinan Therapeutics, Inc.

CEO Succession Planning

The Board, with the assistance of the nominating and corporate governance committee, annually reviews and considers the Company’s succession plan for the position of Chief Executive Officer and certain other senior officers and managers. To assist the Board, the Chief Executive Officer annually provides the Board with an assessment of senior officers and managers and their potential to succeed him. He also provides the Board with an assessment of persons considered potential successors to certain senior management positions, including a review of any development plans recommended for such individuals.

In addition, the Chief Executive Officer prepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the Company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties. The short-term succession plan shall be in effect until the Board has the opportunity to consider the situation and take action, when necessary. The Board reviews and updates, as necessary, both the short-term and long-term succession plans for the Chief Executive Officer and other senior management positions on an annual basis.

Director Orientation and Continuing Professional Development

We provide orientation for new directors to assist them in understanding the Company’s business as well as an introduction to the Company’s senior management. Further, our nominating and corporate governance committee arranges for our Board meetings to periodically include education sessions focused on timely topics related to the Company’s industry and business, and to the legal and ethical responsibilities of board members, and the Company encourages directors to participate in relevant independent continuing education programs. Directors receive reimbursement for the reasonable expenses of such participation upon advanced approval from the Company.

Insider Trading Policy

We have adopted a Trading Compliance Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, and have implemented processes

 

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for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards of Nasdaq. A copy of our Insider Trading Policy is filed with our 2025 Annual Report on Form 10-K as Exhibit 19.

Prohibition of Hedging

Our Trading Compliance Policy prohibits our directors, officers, employees, and agents (such as consultants and independent contractors) and their spouses or other members of their households from entering into hedging or monetization transactions or similar arrangements with respect to our securities without advance approval from our Chief Operating Officer or General Counsel.

Clawback Policy

In 2023, the compensation committee approved a Policy on Recoupment of Incentive Compensation designed to be compliant with Nasdaq listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The policy requires that the Company recoup erroneously awarded incentive-based compensation received by current and former executive officers following certain financial restatements, and applies to any incentive-based compensation received by a covered executive on or after October 2, 2023. A copy of our Policy on Recoupment of Incentive Compensation is filed with our 2025 Annual Report on Form 10-K as Exhibit 97.

Communications with the Board

The Board has adopted a procedure for receiving and addressing communications from our stockholders and other interested parties. Stockholders and others who wish to communicate with the Board, any group of directors, or any individual director can write to: NextCure, Inc. 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705, Attn: Secretary. Your communication should prominently display the legend “BOARD COMMUNICATION.” Any such communication will be copied into our files and forwarded to the relevant individual or group to which the communication was addressed at or prior to the next meeting of the Board.

Certain communications unrelated to the duties and responsibilities of the Board will not be forwarded, including spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys, business solicitations or advertisements, and any communication determined to be frivolous, irrelevant, unduly hostile, threatening, illegal or similarly unsuitable.

 

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DIRECTOR COMPENSATION

Non-Employee Director Compensation Program

Pursuant to our Non-Employee Director Compensation Program, our non-employee directors receive annual cash compensation as follows:

•

the Chair of the Board receives a $70,000 annual retainer and each other non-employee director receives $40,000;

​

•

the chair of our audit committee receives a $15,000 annual retainer and each other member receives $7,500;

​

•

the chair of our compensation committee receives a $10,000 annual retainer and each other member receives $5,000; and

​

•

the chair of our nominating and corporate governance committee receives an $8,000 annual retainer and each other member receives $4,000.

​

All fees under the Non-Employee Director Compensation Program are paid quarterly in arrears and are pro-rated for any partial quarters of service, and no per meeting fees are paid, except that we reimburse non-employee directors for reasonable expenses incurred in connection with attending Board and committee meetings. Our cash compensation paid to non-employee directors in 2025 did not change as compared to the 2024 program.

Under the Non-Employee Director Compensation Program, each non-employee director is also entitled to receive an annual stock option award to purchase shares of our common stock, 3,510 shares (increased from 2,337 shares of our common stock in 2024) for the Chair of the Board and 2,340 shares for all other directors (increased from 1,558 shares of our common stock for all directors in 2024), that vests on the earlier of one year from the grant date of the award or the date of the next annual meeting of the stockholders, subject to continued service through the vesting date. Annual stock option grants for non-employee directors who were initially elected in the 12 months preceding the annual grant date are pro-rated on a monthly basis for time in service. In addition, each non-employee director who is elected or appointed to the Board is entitled to receive an initial stock option award to purchase 4,680 shares (increased from 3,116 shares of our common stock in 2024) that vests in three equal annual installments commencing on the grant date of the award, subject to continued service through the applicable vesting date. For clarity, all numbers of shares for 2024 reported in this paragraph reflect the 12 for 1 reverse stock split that became effective on July 14, 2025. All stock options granted pursuant to the Non-Employee Director Compensation Program are subject to the terms and provisions of the NextCure, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”).

 

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2025 Director Compensation Table

The table below sets forth information on the compensation of all our non-employee directors for the year ended December 31, 2025. Michael Richman, our President and Chief Executive Officer, is also a member of the Board, but did not receive any additional compensation for his service as a director. Please see the “2025 Summary Compensation Table” for the compensation received by Mr. Richman with respect to 2025.

​

(1)

Amounts in this column reflect the full grant date fair value of stock option awards granted during the year as measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 and do not correspond to the actual value that may be recognized by the director in connection with the applicable awards. See Note 13 to our audited financial statements included in the 2025 Annual Report regarding assumptions underlying the valuation of equity awards.

​

 

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Outstanding Equity Awards for Directors at Fiscal Year-End

The following table provides information regarding equity awards held by our non-employee directors that were outstanding as of December 31, 2025:

 

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PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2026 and is asking stockholders to ratify this appointment at the Annual Meeting.

EY has audited our financial statements annually since 2018. A representative of EY is expected to attend this year’s Annual Meeting and will have the opportunity to make a statement, if desired, and will be available to respond to appropriate questions. In making its recommendation to the Board to select EY as our independent registered public accounting firm for the fiscal year ending December 31, 2026, the audit committee determined that retention of EY is in the best interests of the Company and our stockholders. Information regarding fees billed by EY for our 2025 and 2024 fiscal years is set forth under “Relationship with Independent Registered Public Accounting Firm” below.

Our bylaws do not require that stockholders ratify the appointment of our independent registered public accounting firm. However, we are seeking ratification because we believe it is a matter of good corporate governance. In the event that stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain EY, but may ultimately determine to retain EY as our independent registered public accounting firm. Even if the appointment is ratified, the audit committee may, in its sole discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that it is advisable to do so.

Relationship with Independent Registered Public Accounting Firm

The following table shows the fees that EY billed us for professional services rendered for 2025 and 2024:

Audit Fees

“Audit Fees” includes fees for professional services provided by EY in connection with the audit of our annual financial statements, review of quarterly financial statements included in our quarterly reports on Form 10-Q and registration statements, as well as services that are normally provided by EY in connection with SEC filings, including comfort letters and consents issued in connection with securities offerings, consultations on matters addressed during the audit or interim reviews, and other services normally provided in connection with regulatory filings.

Audit-Related Fees

“Audit-Related Fees” includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included above under “Audit Fees.” There were no Audit-Related Fees during 2025 or 2024.

 

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Tax Fees

“Tax Fees” includes fees for professional services provided by EY for tax compliance, tax advice, and tax planning. Tax Fees for 2025 consist of $50,264 for tax compliance, including the preparation, review and filing of tax returns. Tax Fees for 2024 consist of $48,204 for tax compliance, including the preparation, review and filing of tax returns.

All Other Fees

“All Other Fees” would include fees for services provided by EY that are not included in the other fee categories reported above. There were no fees that fell within this category during 2025 or 2024.

Audit Committee Pre-Approval Policies and Procedures

EY provides the audit committee with information outlining the plan and scope of EY’s audit services proposed to be performed during the year, which the audit committee reviews with EY and management. The audit committee pre-approves all services provided by EY, including audit services and non-audit services, to assure that they do not impair EY’s independence. Audit committee pre-approval requirements are subject to an exception for certain de minimis non-audit services approved by the audit committee prior to the completion of an audit. None of the EY services in 2025 and 2024 were approved by the audit committee pursuant to the de minimis exception. To ensure prompt handling of unexpected matters, the audit committee has specifically delegated to the Chair of the audit committee authority to pre-approve permissible non-audit services, subject to maximum dollar amounts. If the Chair exercises this delegation of authority, he or she reports the action taken to the audit committee at its next regular meeting.

 

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Audit Committee Report

 

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PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our executive officers named in the “2025 Summary Compensation Table” under the “Executive Compensation” section of this Proxy Statement, who we refer to as our “named executive officers” ​(or alternatively, “NEOs”) as disclosed in this Proxy Statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “Say-on-Pay,” is required by Section 14A to the Exchange Act.

Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our NEOs are rewarded for the achievement of key strategic and business goals. The programs are designed to align the interests of our executives with those of our stockholders and consist of a combination of base salary, annual cash bonus, long-term equity incentive compensation and other employee benefits generally available to our employees.

The “Executive Compensation” section of this Proxy Statement beginning on page 32 describes our executive compensation programs and the executive compensation decisions made by the compensation committee and our Board with respect to the year ended December 31, 2025. As we describe in the Executive Compensation section of this Proxy Statement, our executive compensation programs are designed to support our business strategy and aligns the interests of our executive officers with our stockholders. Our Board believes this link between compensation and the achievement of our key strategic and business goals has helped drive Company performance over time. At the same time, we believe our executive compensation programs do not encourage excessive risk-taking by management.

For the reasons discussed above and in the Executive Compensation section of this Proxy Statement, our Board is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including in the “Executive Compensation” section of this proxy statement, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is non-binding. The outcome of this advisory vote does not overrule any decision by the Company or our Board (or any committee thereof), create or imply any change to the fiduciary duties of the Company or our Board (or any committee thereof), or create or imply any additional fiduciary duties for the Company or our Board (or any committee thereof). However, our compensation committee and Board value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our executives.

In alignment with the result of the advisory vote of our stockholders from our 2025 Annual Meeting regarding the frequency of Say-on-Pay votes, our Board currently plans to hold annual advisory votes to approve the compensation of our NEOs. As such, it is expected that the next advisory vote to approve the compensation of our NEOs will occur at our 2027 annual meeting of stockholders.

 

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EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each of our executive officers as of the date of this Proxy Statement:

Michael Richman — For Michael Richman’s biographical information, see “Continuing Directors —  Class III Directors with Terms Expiring in 2028.”

Steven P. Cobourn, CPA has served as our Chief Financial Officer since January 2018. Previously, Mr. Cobourn served as Chief Financial Officer of Vaccinex, Inc., a biotechnology company, from May 2014 to January 2018. Prior to joining Vaccinex, Mr. Cobourn was the Vice President of Finance and Treasurer of Otsuka America Pharmaceutical, Inc., a private pharmaceutical company, from 2003 to April 2014, and served in other roles at Otsuka America Pharmaceutical from 1993 to 2003. Prior to joining Otsuka America Pharmaceutical, Mr. Cobourn was a Certified Public Accountant at Hass & Company LLC, an accounting firm. Mr. Cobourn received a B.S. in business administration from Drexel University and is a Certified Public Accountant.

Udayan Guha, M.D., Ph.D. has served as our Chief Medical Officer since February 2025, and before that he served as our Senior Vice President, Clinical & Translational Development since March 2023. Dr. Guha is a physician scientist with more than 15 years of clinical development experience between academia, pharma, and biotech in targeted therapy, immunotherapy, and cellular therapy. Before joining NextCure, he was VP, Head of Clinical Development at TCR2 Therapeutics, now part of Adaptimmune. Prior to TCR2 Therapeutics, Dr. Guha worked in Early Clinical Development as the Clinical Lead for several first-in-class first-in-human immunotherapy studies at Bristol Myers Squibb. Prior to joining pharma and biotech, Dr. Guha had a very productive career in academia as an Investigator at the National Cancer Institute (NCI), National Institutes of Health (NIH), Bethesda, MD where he led a bench-to-bedside-and-back program in targeted therapy in lung cancer. His laboratory research was focused on understanding tumor heterogeneity and mechanisms of resistance to epidermal growth factor receptor (EGFR) tyrosine kinase inhibitors (TKIs) using mass spectrometry-based proteomics, NGS sequencing, and mouse modeling. He also initiated several investigator-initiated clinical studies, including the first in-patient hospice and rapid/warm autopsy study to interrogate mechanisms of tumor heterogeneity at the NIH Clinical Center. Dr. Guha graduated from All India Institute of Medical Sciences (AIIMS), N. Delhi, India with an MBBS degree followed by a Ph.D. in Neuroscience at Albert Einstein College of Medicine, Bronx, NY. Subsequently, he did his Internal Medicine residency at Jacobi Medical Center and an Oncology fellowship at Memorial Sloan-Kettering Cancer Center (MSKCC) during which he also did postdoctoral research in the laboratory of Nobel Laureate, Dr. Harold Varmus.

Timothy Mayer, Ph.D. has served as our Chief Operating Officer since October 2019. Dr. Mayer previously served as our Senior Vice President, Corporate Development from December 2018 to October 2019 and our Vice President, Business Development from February 2016 to December 2018. Prior to joining NextCure, Dr. Mayer held several positions at MacroGenics, Inc., a biopharmaceutical company focused on the treatment of cancer, from 2004 to February 2016, including Senior Director, Intellectual Property from 2009 to February 2016. Prior to that, Dr. Mayer worked on biotechnology and pharmaceutical patent matters as a Technical Specialist at Banner & Witcoff, Ltd., an intellectual property law firm, from 2000 to 2004. Dr. Mayer received a B.S. in microbiology and a B.S. in biochemistry from

 

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California Polytechnic State University and a Ph.D. in microbiology and immunology from the Pennsylvania State University College of Medicine.

Sourav Kundu, Ph.D. has served as our Senior Vice President, Development & Manufacturing since July 2021. Prior to joining NextCure, Dr. Kundu served as Vice President of Biologics R&D — CMC at Teva Pharmaceuticals from 2012 to 2021. He served as Director, Process Development at Amgen from 2004 to 2012. Prior to this, Dr. Kundu served as a Senior Manager at Aventis Behring from 1998 to 2004. Dr. Kundu received an M.S. and a Ph.D. in Chemical Engineering from Wayne State University. Dr. Kundu conducted his postdoctoral training at the Detroit Medical Center and Wayne State University School of Medicine.

Kevin G. Shaw has served as our Senior Vice President and General Counsel since August 2023, and before that he served as our Senior Vice President, Legal Affairs since May 2022. Prior to joining NextCure, Mr. Shaw served as Vice President and Deputy General Counsel at Precigen, Inc., a publicly traded biotechnology and clinical stage cell and gene therapy company (previously known as Intrexon Corporation), which he joined in January 2012. Previously, Mr. Shaw practiced law at the multinational law firm Hogan Lovells from 2000 until December 2011, where he represented both large and small life sciences companies in a range of intellectual property and transactional matters. Mr. Shaw received his juris doctor from the George Washington University Law School and his undergraduate engineering degree in chemical engineering from the University of Pennsylvania.

 

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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our named executive officers (or NEOs) who are named in the “2025 Summary Compensation Table” below consistent with the rules applicable to “smaller reporting companies” under Section 14A to the Exchange Act. In 2025, our NEOs and their positions were as follows:

•

Michael Richman, our President and Chief Executive Officer;

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•

Udayan Guha, M.D. Ph.D., our Chief Medical Officer; and

​

•

Timothy Mayer, Ph.D., our Chief Operating Officer.

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Overview

Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our NEOs are rewarded for the achievement of key strategic and business goals. The programs are designed to align the interests of our executive officers with those of our stockholders and consist of a combination of base salary, annual cash bonus, long-term equity incentive compensation in the form of stock options and other employee benefits generally available to our employees. Our Board believes this link between compensation and the achievement of our key strategic and business goals has helped drive Company performance over time. At the same time, we believe our executive compensation program does not encourage excessive risk-taking by management.

Our Compensation Review Process

Our Board and compensation committee review compensation annually for all employees, including our NEOs. In setting executive base salaries, non-equity incentive plan compensation, bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees, including our executives, to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our Company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, non-equity incentive compensation, equity incentives or other compensation or incentives as appropriate.

Our compensation committee has historically reviewed and made recommendations to our Board regarding the compensation to be paid to our chief executive officer and determined the compensation of our other executive officers. Our compensation committee reviews and discusses management’s proposed compensation with the chief executive officer for all executives other than the chief executive officer. Pearl Meyer advised the compensation committee on certain compensation matters and decisions during fiscal year 2025, including with respect to identifying a peer group of companies, providing competitive market analytics for use by our compensation committee regarding Company versus the peer group, and advising regarding applicable compensation trends in the industry.

Our compensation committee has determined that Pearl Meyer is independent and that its work has not raised any conflicts of interest.

 

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In consultation with Pearl Meyer, the compensation committee selected the group of companies in the table below as Company’s peer group for assessing the competitive market for 2025 in conjunction with setting compensation for our NEOs and other officers and directors of the Company.

Based on those reviews and discussions, and its discretion taking into account the factors noted above, the compensation committee then approves the compensation of our executive officers other than the chief executive officer. Our Board discusses the compensation committee’s recommendations and ultimately approves the compensation of our chief executive officer without members of management present.

2025 Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs for the year ended December 31, 2025 and, to the extent required by SEC disclosure rules, the year ended December 31, 2024:

​

(1)

Amounts in this column reflect the full grant date fair value of stock option awards granted during the year as measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 and do not correspond to the actual value that may be recognized by the NEO in connection with the applicable awards. See Note 13 to our audited financial statements included in the 2025 Annual Report regarding assumptions underlying the valuation of equity awards.

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(2)

All amounts reported in this column reflect Company matching contributions in the Company’s 401(k) plan of up to 3% and insurance premiums paid by Company for basic term life, long term disability, and short term disability coverage.

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(3)

Dr. Guha was not an NEO in 2024.

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Elements of NEO Compensation

Annual Base Salary

We have entered into employment agreements with each of our NEOs that establish that each NEO will receive annual base salaries, which are generally determined, approved and reviewed periodically to compensate our NEOs for services rendered to our company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Please see the “Salary” column in the 2025 Summary Compensation Table for the annual base salaries received by the NEOs with respect to 2025.

 

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Non-Equity Incentive Plan Compensation

We use short-term cash incentives to motivate our employees, including our NEOs, to achieve key business objectives aligned with our overall business strategy. Our NEOs are eligible to receive annual cash incentive payments, which are determined at the discretion of our compensation committee based upon, among other things, the achievement of corporate objectives. For 2025, Mr. Richman, Dr. Guha, Dr. Langermann, and Dr. Mayer were each eligible to receive a target cash incentive payment of up to 50%, 35% and 40%, respectively, of their base salary based on the achievement of certain corporate objectives.

For 2025, our compensation committee established, and the Board approved, corporate performance goals and weightings in each of the following categories for purposes of determining the 2025 cash incentive payments: pre-clinical and clinical program progress 60%, business development and financial targets 35%, and operational and human resources 5%. Our compensation committee reviewed performance for 2025 and determined that the Company had achieved 18% of its program progress goals for clinical programs, 70% of its goals for business development and financial targets, and 100% of its operational and human resources goals. Based on this level of achievement of the various approved 2025 corporate performance goals, the compensation committee awarded cash incentive payments at 40% of target, resulting in payments to Mr. Richman, Dr. Guha, and Dr. Mayer of 20%, 14%, and 16% of their base salaries, respectively. Please see the “Non-Equity Incentive Plan Compensation” column in the 2025 Summary Compensation Table for the annual cash incentives received by the NEOs with respect to 2025.

Equity Awards

Although we do not have a formal policy with respect to the grant of equity incentive awards to our NEOs, we believe that equity grants provide our NEOs with a strong link to our long-term performance, create an ownership culture and help to align the interests of our NEOs and our stockholders. Our compensation committee is generally responsible for approving NEO equity grants. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure. Our NEOs generally are awarded an initial new hire grant upon commencement of employment. NEOs also generally are eligible to receive additional equity grants in connection with their annual compensation review, and additional grants may occur at other times to specifically incentivize executives with respect to achieving certain goals or to reward NEOs for exceptional performance. In January 2025, the Board granted to Mr. Richman, Dr. Guha and Dr. Mayer options to purchase 25,458, 9,781 and 9,780 shares of our common stock, respectively (each as adjusted for the 12 for 1 reverse stock split that became effective on July 14, 2025). These options vest 25% on the first anniversary of the grant date and in 36 monthly installments thereafter, subject to the NEO’s continued service through the applicable vesting date. Please see the “Option Awards” column in the 2025 Summary Compensation Table for the full grant date fair value of stock option awards granted to the NEOs with respect to 2025.

401(k) Plan

We maintain a qualified 401(k) savings plan which allows participants to defer up to the lesser of the statutory maximum or 100% of eligible compensation on a pre-tax basis. The Company provides matching contributions of up to 3% of employee contributions to the plan. Participants are always vested in their contributions and the Company matching contributions to the plan.

Employment Agreements and Potential Payments Upon Termination or Change in Control

We entered into employment agreements with Michael Richman, our President and Chief Executive Officer, and Timothy Mayer, Ph.D., our Chief Operating Officer, in July 2020 and with Udayan Guha, M.D. Ph.D, our Chief Medical Officer, in February 2025. Pursuant to the respective employment agreement, each such executive (i) is entitled to an annual base salary, (ii) is eligible to receive an annual bonus determined from a target percentage of the executive’s base salary, and (iii) receives health insurance benefits and other benefits, each as may be adjusted as approved by our Board. Details regarding Mr. Richman’s, Dr. Guha’s and Dr. Langermann’s respective annual base salaries are reflected in the

 

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“2025 Summary Compensation Table” and target bonus percentages are provided above in the section “Elements of NEO Compensation.”

In the event either Mr. Richman’s, Dr. Guha’s, or Dr. Mayer’s employment with us is terminated by us for any reason other than “Cause” ​(as defined in the employment agreements) or by the NEO for “Good Reason” ​(as defined in the employment agreements), then the executive will be entitled to: any unpaid salary for services rendered prior to the date of termination of employment; (ii) any earned but unpaid annual bonus for any fiscal year prior to the year in which termination of employment occurs; (iii) reimbursement of any unreimbursed business expenses; (iv) accrued but unused vacation (if applicable); (v) any other payments, benefits, or fringe benefits to which the executive is entitled under the terms of any applicable compensation arrangement or benefit, equity, program, or grant; (vi) twelve months’ base salary in the case of Mr. Richman and nine months’ base salary in the cases of Dr. Guha and Dr. Mayer (increased to eighteen in the case of Mr. Richman and twelve in the case of Dr. Guha and Dr. Mayer if such termination occurs within three months prior to or twelve months following a “Change in Control” ​(as defined in the employment agreements)), subject to certain conditions and terms set forth in the employment agreement, including the execution of a release of claims; and (vii) health insurance coverage until the earlier of (a) twelve months in the case of Mr. Richman, or nine months in the cases of Dr. Guha and Dr. Mayer following the effective termination date (increased to 18 months, in the case of Mr. Richman, and 12 months, in the case of Dr. Guha, and Dr. Mayer if such termination occurs within three months prior to or 12 months following a Change in Control) or (b) the date upon which the NEO commences full-time employment. Our current policy is not to accrue vacation time.

If an NEO’s employment with us is terminated as a result of his death or “Disability” ​(as defined in the 2019 Plan), such NEO will be credited with an additional 12 months of service from the date of such termination for purposes of vesting in the shares subject to his outstanding options. In addition, options granted pursuant to the 2019 Plan will fully vest (i) at least 15 days prior to the scheduled consummation of a “Change in Control” ​(as defined in the 2019 Plan) in which outstanding awards under the 2019 Plan are not assumed, continued or substituted for, and (ii) upon the termination of the holder’s employment by us without “Cause” ​(as defined in the 2019 Plan) within 12 months following the consummation of a Change in Control in which awards under the 2019 Plan were assumed, continued or substituted for replacement awards.

 

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2025 Outstanding Equity Awards at Fiscal Year-End

The table below provides information regarding equity awards held by our NEOs that were outstanding as of December 31, 2025. All option amounts reported in this table are adjusted to reflect the 12 for 1 reverse stock split that became effective on July 14, 2025.

​

(1)

Each of the option awards vest with respect to 25% of the shares one year following the date of grant and with respect to 1/36th of the remaining shares on each monthly anniversary over the following three years, subject to the executive’s continuous service with us through the vesting date.

​

 

36

 

 

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Pay Versus Performance Relationship Descriptions

In accordance with Item 402(v) of Regulation S-K, we are providing graphic descriptions of the relationship between CAP to our PEO, the average of CAP to our non-PEO NEOs, and the Company’s cumulative total shareholder return (“TSR”) and Net Income over the three-year period from 2023 through 2025, each as set forth in the table above.

Policies and Practices Related to the Timing of Grants of Certain Equity Awards

 

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​

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to shares of our common stock that may be issued under our existing equity compensation plan.

​

(1)

Consists of 848,966 shares issuable pursuant to outstanding stock options under our NextCure, Inc. 2015 Omnibus Incentive Plan and our 2019 Plan. We are asking stockholders to approve the amendment and restatement of the 2019 pursuant to Proposal 4 to increase the available share pool by 80,000 shares and to amend the evergreen provision.

​

(2)

Includes 85,002 shares available for issuance under our Employee Stock Purchase Plan (“ESPP”). The ESPP provides the opportunity for eligible employees to acquire shares of our common stock at a 15% discount.

​

 

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PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S
2019 OMNIBUS INCENTIVE PLAN TO, AMONG OTHER ITEMS, INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER

Overview

The NextCure, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”) became effective on May 13, 2019. As of April 22, 2026, there were 80,117 shares of our common stock that remained available for future issuances under the 2019 Plan. Given the limited number of shares that currently remain available for grants under the 2019 Plan, our Board and management believe it is important that the 2019 Plan be amended and restated to increase the number of shares currently available for issuance under the 2019 Plan by 80,000 shares, to amend the evergreen provision to provide that the annual increase will be determined based on our outstanding shares as calculated on a fully diluted basis (including outstanding prefunded warrants), to increase the incentive stock option limit to 1,000,000 shares, and to make certain other administrative updates to allow us to continue to attract, motivate, reward and retain a talented team in a highly competitive industry. If the amendment and restatement of the 2019 Plan is not adopted by our stockholders, the Company will continue to operate the 2019 Plan pursuant to its current provisions, and we may be required to increase the cash component of our compensation mix, which would inhibit our ability to align our employees’ interests with the interests of our stockholders, to recruit and retain new talent, and motivate our current employees over a long-term horizon.

Equity awards are an important part of our ability to remain competitive in a highly competitive industry. We are a Maryland-based, clinical-stage biopharmaceutical company committed to developing novel therapies to treat cancer patients through the use of differentiated mechanisms of action and antibody-drug conjugates. We are focused on patients who do not respond to current therapies, patients whose cancer progresses despite treatment and patients with cancer types not adequately addressed by available therapies. We operate in a highly competitive biotechnology sector where attracting and retaining top scientific and clinical talent is essential to our continued innovation and success.

The Company competes with larger companies that have greater financial resources and name recognition. The Board and management believe that the Company’s ability to remain competitive with such companies depends, in large part, on the Company’s ability to attract, retain and motivate employees, officers, consultants and non-employee directors, with equity awards being a key element underlying our ability to attract, retain and motivate such personnel. Without the ability to offer competitive equity compensation, the potential success of the Company may be limited.

Historical share numbers in this Proposal No. 4 have been adjusted for the 12 for 1 reverse stock split that occurred on July 14, 2025.

Equity Grant Practices

As of April 22, 2026, there were approximately 994,287 stock options outstanding under the 2019 Plan. As of that date, the weighted average exercise price of our outstanding stock options was $64.54, and the weighted average remaining contractual term for the outstanding stock options was 6.8 years. To date, we have not granted any other type of equity award under our 2019 Plan. As noted above, as of April 22, 2026, approximately 80,117 shares of our common stock remained available for issuance under the 2019 Plan.

Annual dilution from our equity compensation program is measured as the total number of shares of our common stock subject to equity awards granted in a given year, less cancellations and other shares returned to the reserve that year, divided by total shares outstanding at the end of the year. Annual dilution from our equity compensation program for 2025 was 3.2%. Overhang is another measure of the dilutive impact of equity programs. Our overhang is equal to the number of shares subject to outstanding equity compensation awards plus the number of shares available to be granted, divided by the total number of outstanding shares. As of April 22, 2026, our overhang was 29.8 %. If we include the outstanding pre-funded warrants in the denominator, our overhang would be 20.3%. As of April 22, 2026, the 80,000 shares of our common stock being requested under the amended and restated 2019 Plan would bring our aggregate overhang to approximately 32.0% and 21.8% including pre-funded warrants in

 

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the denominator. Overhang percentages are based on approximately 3,607,555 shares of our common stock outstanding as of April 22, 2026.

Burn rate is a measure of the number of shares subject to equity awards that we grant annually, which helps indicate the life expectancy of our equity plans and is another measure of shareholder dilution. Our Company’s burn rate for the past three fiscal years has been as follows:

​

(1)

Under Accounting Standards Codification 260-10-45-13, weighted average shares outstanding includes the impact of 1,697,678 pre-funded warrants issued on November 14, 2025 and outstanding as of December 31, 2025.

​

Our Board believes that our Company has used equity in a reasonable manner, with a three-year average burn rate of approximately 7.5% of our outstanding common stock.

Proposed Amendment and Restatement

On March 12, 2026, the Board approved the NextCure, Inc. Amended and Restated 2019 Omnibus Incentive Plan (the “A&R 2019 Plan”), subject to approval by the Company’s stockholders at the Annual Meeting. The A&R 2019 Plan would, relative to the 2019 Plan, increase the total remaining number of shares of common stock available for issuance by 80,000 shares, amend the evergreen provision to provide that the annual increase will be determined based on our outstanding shares, calculated on a fully diluted basis to include any outstanding prefunded warrants, increase the maximum number of shares that may be issued under the 2019 Plan pursuant to the exercise of incentive stock options to 1,000,000 (an increase of 275,000 shares over the amount provided for in the 2019 Plan), and make certain other administrative updates to allow us to continue to attract, motivate, reward and retain a talented team in a highly competitive industry. After adding 80,000 additional shares approved by the proposed A&R 2019 Plan to the shares that remain available for future issuances under the 2019 Plan as of April 22, 2026, there would be a total of 160,117 shares of our common stock available for future issuance under the A&R 2019 Plan upon its approval by the Company’s stockholders.

Further details are provided below.

Summary of the Material Terms of the A&R 2019 Plan

A summary of the material features of the A&R 2019 Plan is set forth below. This summary is, however, qualified in its entirety by and subject to the full text of the A&R 2019 Plan, which is attached to this Proxy Statement as Appendix A. Capitalized terms used in this summary that are not otherwise defined have the respective meanings given to such terms in the full text of the A&R 2019 Plan.

Share Reserve

Subject to adjustment (as described below) and except for assumed or substitute awards granted in connection with a corporate transaction, the number of shares of our common stock reserved for issuance under the A&R 2019 Plan will be equal to the sum of (a) 241,666 shares of our common stock (which number constitutes the 2,900,000 shares of our common stock initially authorized under the 2019 Plan as adjusted to reflect the 12 for 1 reverse stock split that was implemented on July 14, 2025), plus (b) the number of shares of our common stock related to awards outstanding under the NextCure, Inc. 2015 Omnibus Incentive Plan, as amended (the “2015 Plan”) as of the original effective date of the A&R 2019 Plan that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of our common stock and become available for issuance under the A&R 2019 Plan, plus

 

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(c) 80,000 shares of our common stock requested for approval by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders (the “Share Limit”). The number of shares reserved for issuance under the A&R 2019 Plan will automatically increase on January 1st of each year up to and including January 1, 2029, by a number equal to 4% of the shares of our Fully Diluted Stock as of December 31st of the prior calendar year; however, our Board may provide that there will be no increase, or a smaller increase, in the share reserve for a given calendar year. The A&R 2019 Plan defines “Fully Diluted Stock” as total number of shares of our common stock outstanding plus the number of shares of our common stock that are issuable upon the exercise of any outstanding Prefunded Warrants (as such are defined in the A&R 2019 Plan). As of April 22, 2026, the closing sales price per share of our common stock as reported on the Nasdaq Global Select Market was $12.00.

If any shares covered by an award granted under the A&R 2019 Plan (including the 2019 Plan) or the 2015 Plan are not purchased or are forfeited or expire or otherwise terminate without delivery of any shares subject to the award, or are settled in cash in lieu of shares, then the number of shares subject to such award will, to the extent of any such forfeiture, termination, expiration or settlement, again be available for future issuance under the A&R 2019 Plan. In addition, if shares subject to an award granted under the A&R 2019 Plan are applied to the exercise price or tax withholding obligations related to such award, such shares will again be available for future issuance under the A&R 2019 Plan.

Administration

The A&R 2019 Plan is administered by our Board or a committee of our Board to which the Board delegates such administration (as applicable, the administrator). Subject to the terms of the A&R 2019 Plan, the administrator has the complete discretion to determine the eligible individuals who are to receive awards under the A&R 2019 Plan, to determine the terms and conditions of awards granted under the A&R 2019 Plan and to make all decisions related to the A&R 2019 Plan and awards granted thereunder. The administrator also interprets the provisions of the A&R 2019 Plan. The Board has delegated full authority to administer the A&R 2019 Plan to its compensation committee.

Types of Awards

The A&R 2019 Plan provides for the grant of awards of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards, and cash bonus awards.

Eligibility

All of our employees and the employees of our affiliates are eligible to receive awards under the A&R 2019 Plan. In addition, our non-employee directors and certain consultants and advisors who perform services for us and our affiliates may receive awards under the A&R 2019 Plan. As of April 22, 2026, there were approximately 39 employees and six (6) non-employee directors eligible to receive awards under the A&R 2019 Plan if selected by the compensation committee of the Board.

Stock Options

The A&R 2019 Plan authorizes our compensation committee to grant incentive stock options (as defined under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) and stock options that do not qualify as incentive stock options, or non-qualified stock options. The maximum number of shares that may be issued under the A&R 2019 Plan pursuant to the exercise of incentive stock options is 2,500,000. The compensation committee will determine the exercise price of each stock option, provided that the price must be equal to at least the fair market value of a share of our common stock on the date on which the stock option is granted. If we were to grant incentive stock options to any 10% stockholder, the exercise price may not be less than 110% of the fair market value of a share of our common stock on the date of grant.

The term of a stock option cannot exceed 10 years from the date of grant. If we were to grant incentive stock options to any 10% stockholder, the term cannot exceed five years from the date of grant. The compensation committee will determine at what time or times each stock option may be exercised

 

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and the period of time, if any, after death, disability or termination of employment during which stock options may be exercised. Stock options may be made exercisable in installments. The compensation committee may accelerate the exercisability of stock options.

Stock Appreciation Rights

The A&R 2019 Plan authorizes the compensation committee to grant stock appreciation rights that provide the recipient with the right to receive, upon exercise of the stock appreciation right, cash, shares of our common stock or a combination of the two. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of our common stock on the date of exercise over the fair market value of our common stock on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by the compensation committee. Stock appreciation rights may be granted in tandem with a stock option grant or independently from a stock option grant. The term of a stock appreciation right cannot exceed 10 years from the date of grant.

Restricted Stock, Restricted Stock Units and Deferred Stock Units

The A&R 2019 Plan authorizes the compensation committee to grant restricted stock, restricted stock units and deferred stock units. Restricted stock is an award of our common stock on which vesting restrictions are imposed that subject such shares of our common stock to a substantial risk of forfeiture, as defined in Section 83 of the Code. A restricted stock unit is an award that represents the right to receive a compensation amount, based on the value of our common stock, if vesting criteria established by the compensation committee are met. If the vesting criteria are met, we will settle restricted stock units in cash, shares of our common stock or a combination of the two. A deferred stock unit is a restricted stock unit that may be settled at some point in the future.

Subject to the provisions of the A&R 2019 Plan, the compensation committee will determine the terms and conditions of each award of restricted stock, restricted stock units and deferred stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award and the purchase price, if any, for the shares of our common stock subject to the award. A grantee of restricted stock will have all the rights of a stockholder, including the right to vote the shares and receive dividends, except to the extent limited by the compensation committee. However, all dividends declared or paid on shares of restricted stock will not vest or become payable unless and until the shares of restricted stock to which the dividends apply become vested and nonforfeitable.

Grantees of restricted stock units and deferred stock units will have no voting or dividend rights or other rights associated with stock ownership, although the compensation committee may award dividend equivalent rights on such units; provided, that any dividend equivalent rights shall not vest or become payable unless and until the underlying restricted stock units or deferred stock units to which the dividend equivalents apply become vested and nonforfeitable.

Dividend Equivalent Rights

The A&R 2019 Plan authorizes the compensation committee to grant dividend equivalent rights in connection with the grant of any equity-based award other than stock options and stock appreciation rights. Dividend equivalent rights entitle the grantee to receive, or to receive credits for the future payment of, cash, shares of our common stock or other property equal in value to dividend payments or distributions declared or paid by us with respect to a number of shares of our common stock specified in such dividend equivalent right (or other award to which such right relates), as if such shares had been issued to and held by the grantee as of the record date of such dividend or distribution. Dividend equivalent rights may be paid currently or may be deemed to be reinvested in additional shares of stock, which may thereafter accrue additional dividend equivalent rights and may be payable in cash, shares of our common stock or a combination of the two; however, dividend equivalent rights granted as a component of another award will not vest or become payable unless and until the award to which the dividend equivalent rights correspond becomes vested and settled. The compensation committee will determine the terms of any dividend equivalent rights.

 

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Other Equity-Based Awards

The A&R 2019 Plan authorizes the compensation committee to grant other types of equity-based awards under the A&R 2019 Plan, including unrestricted shares. Other equity-based awards may be granted with vesting, value and/or payment contingent upon the achievement of one or more performance goals or other vesting conditions, and may be payable in cash, shares of our common stock or a combination thereof. The terms and conditions that apply to other equity-based awards will be determined by the compensation committee.

Non-Employee Director Compensation Limitation

The A&R 2019 Plan provides that the aggregate value of all awards granted under the plan and all other cash compensation paid by us to any of our non-employee directors in any calendar year may not exceed $750,000; however, that (i) such amount will be $1.0 million for the calendar year in which the non-employee director is initially elected or appointed to the Board and (ii) this limit will not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by the Company or any of its affiliates or compensation received by the director in his or her capacity as an executive officer or employee of the Company or any of its affiliates.

Changes in Capitalization

In the event of a recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in the shares of our common stock effected without the receipt of consideration by us, then the number and kind of shares for which grants of options and other awards may be made under the A&R 2019 Plan, including the maximum number of shares that may be issued upon the exercise of incentive stock options, will be adjusted proportionately and accordingly by the compensation committee. In addition, the number and kind of shares for which awards are outstanding, as well as the exercise price of outstanding options and stock appreciation rights, will be adjusted proportionately and accordingly by the compensation committee.

Change in Control

Except as otherwise provided in the applicable award agreement, in another agreement with a grantee, or as otherwise set forth in writing, upon the occurrence of a “change in control” ​(as defined in the A&R 2019 Plan) in which outstanding awards are not being assumed, continued or substituted for, the following provisions will apply to the awards: (i) except for performance-based awards, all shares of restricted stock, restricted stock units, deferred stock units and dividend equivalent rights will be deemed to have vested and any underlying shares of our common stock will be deemed delivered immediately before the change in control; and (ii) at the compensation committee’s discretion, either all options and stock appreciation rights will become exercisable 15 days before the change in control (with any exercise of an option or stock appreciation right during such 15 day period to be contingent upon the consummation of the change in control) and terminate upon the change in control to the extent not exercised, or all options, stock appreciation rights, shares of restricted stock, restricted stock units, deferred stock units and/or dividend equivalent rights will be canceled and exchanged for cash, shares of capital stock or other property in connection with the change in control.

In the case of performance-based awards, if less than half of the performance period has lapsed, the award will be treated as though target performance has been achieved. If at least half of the performance period has lapsed, actual performance to date will be determined as of a date reasonably proximal to the date of the consummation of the change in control, as determined by the compensation committee in its sole discretion, and the greater of (i) target and (ii) actual performance to date will be treated as achieved immediately prior to the occurrence of the change in control. If the compensation committee determines that actual performance is not determinable, the award will be treated as though target performance has been achieved. Other equity-based awards will be governed by the terms of the applicable award agreement.

 

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If we experience a change in control in which outstanding awards will be assumed, continued or substituted for by the surviving entity, then, except as otherwise provided in the applicable award agreement, in another agreement with a grantee, or as otherwise set forth in writing, upon the occurrence of the change in control, the A&R 2019 Plan and the awards granted under the A&R 2019 Plan will continue in the manner and under the terms so provided in the event of the change in control to the extent that provision is made in writing in connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards with new awards, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and stock appreciation rights.

Except as otherwise provided in the applicable award agreement, in another agreement with a grantee, or as otherwise set forth in writing, in the event a grantee’s award is assumed, continued, or substituted upon the consummation of any change in control and the service of such grantee is terminated without “cause” ​(as defined in the A&R 2019 Plan) within 12 months following the consummation of such change in control, such award will become fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period, or such longer period as may be determined by our compensation committee, immediately following such termination.

Under the terms of the A&R 2019 Plan, a change in control is generally defined as (i) a change in our Board resulting in the incumbent directors ceasing to constitute at least a majority of our Board over a 12-month period, provided that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than our Board will be deemed to be an incumbent director; (ii) certain acquisitions of more than 50% of the Company’s then outstanding securities eligible to vote for the election of our Board; (iii) the consummation of certain mergers, consolidations, reorganizations, or business combinations; (iv) the consummation of a sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, consolidation or business combination), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries; or (v) the liquidation, winding up, or dissolution of the Company.

Clawback; Transferability

All awards will be subject to mandatory repayment to us by a grantee to the extent the grantee is, or in the future becomes, subject to (i) any “clawback” or recoupment policy by us or any of our affiliates that is adopted to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws. Except in limited circumstances, awards granted under the A&R 2019 Plan may generally not be transferred in any manner prior to vesting other than by will or by the laws of descent and distribution.

Plan Amendment and Termination

The compensation committee may amend or terminate the A&R 2019 Plan at any time; provided that no amendment may materially impair a participant’s rights under outstanding awards without his or her consent. Our stockholders must approve any amendment if such approval is required under applicable law or Nasdaq listing rules, as well as any amendments to the A&R 2019 Plan’s option pricing and stock appreciation rights pricing provisions, the prohibition on the repricing of options and stock appreciation rights or the A&R 2019 Plan’s limitation on non-employee director compensation. Unless terminated sooner by the Board or extended with stockholder approval, the A&R 2019 Plan will terminate on May 12, 2029.

No Repricing without Stockholder Approval

Except in connection with certain corporate transactions, we may not, without obtaining stockholder approval: (i) amend the terms of outstanding options or stock appreciation rights to reduce the applicable exercise price; (ii) cancel outstanding options or stock appreciation rights in exchange for or substitution of options or stock appreciation rights with an exercise price that is less than the exercise price of the

 

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original options or stock appreciation rights; or (iii) cancel outstanding options or stock appreciation rights with an exercise price above the current stock price in exchange for cash or other securities.

Material U.S. Federal Income Tax Consequences of Awards under the A&R 2019 Plan

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the A&R 2019 Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the A&R 2019 Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the A&R 2019 Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.

Section 162(m) of the Internal Revenue Code.   Section 162(m) of the Code generally limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to each of the corporation’s chief executive officer, the corporation’s chief financial officer and certain other current and former executive officers of the corporation.

Stock Options.   A participant will not recognize taxable income at the time an option is granted and the Company will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased (determined on the date of exercise) over their exercise price, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date it was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and the Company will not be entitled to any deduction. If, however, those shares are disposed of within the above-described period, then in the year of that disposition the participant will recognize compensation taxable as ordinary income equal to the excess of (1) the lesser of the amount realized upon that disposition and the fair market value of those shares on the date of exercise over (2) the exercise price, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

Stock Appreciation Rights.   A participant will not recognize taxable income at the time stock appreciation rights are granted and the Company will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered (determined on the date of exercise) and the amount of cash paid by the Company, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

Stock Awards.   A participant will not recognize taxable income at the time restricted stock is granted, and the Company will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by the Company (or, if applicable, the affiliate employer) as compensation expense, subject to the deduction limits under

 

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Section 162(m) of the Code. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

A participant will not recognize taxable income at the time a restricted stock unit or deferred stock unit is granted, and the Company will not be entitled to a tax deduction at that time. Upon settlement of restricted stock units or deferred stock units, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered (determined as of the date of transfer) and the amount of any cash paid by the Company, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

A participant who receives shares that are not subject to any restrictions under the A&R 2019 Plan will recognize compensation taxable as ordinary income on the date of grant in an amount equal to the fair market value of such shares on that date, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

New Plan Benefits

The number of stock options or other forms of award that will be granted in the future under the A&R 2019 Plan is not currently determinable. Information regarding awards granted in 2025 under the A&R 2019 Plan to the named executive officers is provided in the “2025 Summary Compensation Table.” Information regarding awards granted in 2025 under the 2019 Plan to non-employee directors is provided in the “2025 Director Compensation” table.

Historical Equity Awards Table

The following table sets forth with respect to each named executive officer listed in the 2025 Summary Compensation Table and each group listed below the number of shares issuable pursuant to Options granted under the 2019 Plan since the inception of the 2019 Plan through April 22, 2026 (excluding any grants that were subsequently forfeited, terminated or cancelled).

No awards have been granted under the 2019 Plan over its lifetime to the following categories of persons: (i) any associates of our non-employee directors, executive officers or nominees for election or (ii) any other person who received or who is to receive 5% of such options, warrants or rights.

 

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OWNERSHIP OF OUR COMMON STOCK

The following table sets forth information relating to the beneficial ownership of our common stock as of April 22, 2026, by:

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;

​

•

each of our current directors (including director nominees up for re-election at the Annual Meeting);

​

•

each of our NEOs; and

​

•

all of our directors and NEOs as a group.

​

The number of shares beneficially owned by each entity, person, director, or executive officer is determined in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of April 22, 2026 through the exercise of any stock option or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.

The percentage of shares beneficially owned is computed on the basis of 3,607,555 shares of our common stock outstanding on April 22, 2026. Shares of our common stock that a person has the right to acquire within 60 days of April 22, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but not for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Except as set forth below, the address for each beneficial owner listed is c/o NextCure, Inc., 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705.

​

*

Indicates beneficial ownership of less than 1% of the total outstanding common stock.

​

(1)

Based solely on a Schedule 13G/A reporting beneficial ownership as of January 22, 2026, filed by Affinity Asset Advisors, LLC and Michael Cho (collectively, “Affinity”) on January 29, 2026. Affinity has sole voting and dispositive power with respect to

​

 

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348,607 shares, which consist of (i) 247,294 shares of common stock and (ii) 101,313 shares issuable upon exercise of warrants. The exercise of such warrants is subject to certain restrictions if, after giving effect to such exercise, Affinity would beneficially own more than 9.99% of the outstanding shares of common stock. The address of Affinity is 450 Park Avenue, Suite 1403, New York, NY 10022. Affinity’s beneficial ownership would consist of 373,294 shares reflecting the exercise of 24,687 additional warrants owned by Affinity that would result in beneficial ownership of 9.99% based on outstanding shares of 3,607,555 as of April 22, 2026.

(2)

Based solely on a Schedule 13G reporting beneficial ownership as of December 31, 2025, filed by Ikarian Capital, LLC (“Ikarian Capital”), and Neil Shahrestani (“Shahrestani”) on February 17, 2026. Ikarian Capital and Shahrestani have shared voting and dispositive power with respect to 363,035 shares, which consist of shares held by Ikarian Healthcare Master Fund, L.P. (the “Fund”) and certain separately managed accounts, including (i) 238,303 shares of common stock and (ii) 124,732 shares issuable upon exercise of warrants exercisable within 60 days. The exercise of such warrants is subject to certain restrictions if, after giving effect to such exercise, Ikarian Capital and Shahrestani would beneficially own more than 9.99% of the outstanding shares of common stock. The address for Ikarian Capital and Shahrestani is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, TX 75201. Ikarian Capital’s beneficial ownership would consist of 374,303 shares reflecting the exercise of 11,268 additional warrants owned by Ikarian Capital that would result in beneficial ownership of 9.99% based on outstanding shares of 3,607,555 as of April 22, 2026.

​

(3)

Based solely on a Schedule 13G/A reporting beneficial ownership as of December 31, 2025, filed by Squadron Master Fund LP, Squadron Capital Management, LLC, Matthew Sesterhenn, and William Blank (collectively, the “Squadron Group”) on February 17, 2026. The Squadron Group has shared voting and dispositive power with respect to 271,127 shares which consists of (i) 236,966 shares of common stock and (ii) 34,161 shares issuable upon exercise of warrants. The exercise of such warrants is subject to certain restrictions if, after giving effect to such exercise, the Squadron Group would beneficially own more than 9.99% of the outstanding shares of common stock. The address of the Squadron Group is 999 Oakmont Plaza Drive, Suite 600, Westmont, IL 60559. Squadron Group’s beneficial ownership would consist of 374,366 shares reflecting the exercise of 103,239 additional warrants owned by Squadron Group that would result in beneficial ownership of 9.99% based on outstanding shares of 3,607,555 as of April 22, 2026.

​

(4)

Based solely on a Schedule 13G reporting beneficial ownership as of June 20, 2025, filed by Simcere Zaiming, Inc. (“Zaiming”), Jiangsu Simcere Zaiming Pharmaceutical Co., Ltd. (“Jiangsu”), Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (“Hainan”), Simcere Pharmaceutical Group Limited (“Simcere”), Ren Jinsheng (“Jinsheng”) and Tang Renhong (“Renhong”) on August 19, 2025. Zaiming, Jiangsu, Hainan, and Simcere each have sole voting and dispositive power with respect to 338,636 shares. Jinsheng and Renhonog each have shared voting and dispositive power with respect to 338,636 shares. The address of Zaiming is 20 Acorn Park Dr., Cambridge, MA 02140. The address of Jiangsu, Simcere, Jinsheng and Renhong is Building 23, No.699-18, Xuanwu Avenue, Nanjing, Jiangsu, P. R. China. The address of Hainan is No 20, Yaoguyiheng Road, Xiuying District, Haikou, Hainan, P.R. China.

​

(5)

Based solely on a Schedule 13D/A reporting beneficial ownership as of December 19, 2025, filed by Sofinnova Venture Partners IX, L.P (“SVP IX”), Sofinnova Management IX, L.L.C. (“SM IX”), and Dr. James I. Healy on March 5, 2026. SM IX, the general partner of SVP IX, may be deemed to have sole voting and dispositive power with respect to, and Dr. James I. Healy, the managing member of SM IX, may be deemed to have sole voting and dispositive power with respect to the shares owned by SVP IX. The address of SVP IX and SM IX is c/o Sofinnova Investments, Inc., 3000 Sand Hill Rd., Bldg 3, Suite 150, Menlo Park, CA 94025.

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(6)

Includes 35,520 shares of common stock owned by Mr. Richman and 179,507 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(7)

Includes 8,730 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(8)

Includes 8,730 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(9)

Includes 9,942 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(10)

Includes 9,697 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(11)

Includes 5,186 shares of common stock owned by Dr. Kabakoff and 14,366 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(12)

Includes 9,697 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(13)

Includes 15,056 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(14)

Includes 2,019 shares of common stock owned by Dr. Mayer and 66,540 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

​

(15)

Includes 486,576 shares of common stock issuable upon the exercise of stock options within 60 days of April 22, 2026.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Person Transactions

We have a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. “Related person” is defined in Item 404 of Regulation S-K. Types of transactions covered by this policy include, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.

Related Person Transactions

Since January 1, 2024, we have not been (or agreed to be) a participant in any transactions covered by our related person transaction policy.

 

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ADDITIONAL INFORMATION

Availability of Certain Information

A copy of the 2025 Annual Report has been posted on the Internet along with this Proxy Statement, each of which is accessible by following the instructions in the Notice. The 2025 Annual Report is not incorporated into this Proxy Statement and is not considered proxy-soliciting material.

We filed the 2025 Annual Report with the SEC on March 5, 2026. We will mail without charge, upon written request, a copy of the 2025 Annual Report, excluding exhibits. Please send a written request to Investor Relations, NextCure, Inc., 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705.

Householding

Stockholders residing in the same address who hold their stock through a bank or broker may receive only one set of Proxy Materials, including the Notice, in accordance with a notice sent earlier by their bank or broker. This practice of sending only one copy of Proxy Materials, called “householding,” saves us money in printing and distribution costs and reduces the environmental impact of our Annual Meeting. This practice will continue unless instructions to the contrary are received by your bank or broker from one or more of the stockholders within the household.

If you hold your shares in “street name” and reside in a household that received only one copy of the Proxy Materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker. If your household receives multiple copies of the Proxy Materials, you may request that only a single set of materials be sent by following the instructions sent by your bank or broker.

Other Matters

The Annual Meeting is called for the purposes set forth in the Notice. Our Board does not know of any other matters to be considered by the stockholders at the Annual Meeting other than the matters described in the Notice. However, the enclosed proxy confers discretionary authority on the persons named in the Proxy Card with respect to matters that may properly come before the Annual Meeting and that are not known to our Board at the date this Proxy Statement was printed. It is the intention of the persons named in the Proxy Card to vote in accordance with their best judgment on any such matter.

Stockholder Proposals and Nominations to be Included in Next Year’s Proxy Statement

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may submit proposals for inclusion in our proxy statement for the 2027 Annual Meeting of Stockholders (the “2027 Proxy Statement”). For a proposal to be considered for inclusion in the 2027 proxy statement, the stockholder must satisfy the requirements set forth in Rule 14a-8 and must be submitted in writing to our Corporate Secretary at NextCure, Inc., 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705. Such proposal must be received by December 25, 2026.

Other Stockholder Proposals and Nominations for Next Year’s Annual Meeting

For stockholders who wish to present a proposal or nomination before our 2027 Annual Meeting of Stockholders, but do not intend to have their proposal included in the 2027 Proxy Statement, our bylaws also provide for notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting other than those to be included in the 2027 Proxy Statement. To be considered timely under these provisions, the stockholder’s notice must be received by the Corporate Secretary at our principal executive offices at the address set forth above between February 18, 2027 and March 20, 2027. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. In addition to satisfying the requirements of our bylaws, in order to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other

 

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than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 19, 2027.

Forward-Looking Statements

Some of the statements contained in this Proxy Statement are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the progress and results of clinical trials, development plans and upcoming milestones regarding our immunotherapies. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “should,” “due,” “estimate,” “expect,” “intend,” “hope,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “target,” “towards,” “forward,” “later,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or similar language.

Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those projected in any forward-looking statement. Such risks and uncertainties include, among others, those described under the heading “Risk Factors” in NextCure’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this Proxy Statement, and NextCure assumes no obligation to update any forward-looking statements, even if expectations change.

 

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APPENDIX A

NEXTCURE, INC.

AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

 

 

TABLE OF CONTENTS