Anne Borgman
About Anne Borgman
Anne Borgman, M.D., age 57, is an independent director of NextCure (NXTC) since October 2021 and serves on the Nominating and Corporate Governance Committee. She is an experienced oncology drug developer; most recently Chief Medical Officer at Sutro Biopharma (Feb 2023, departing May 2025), and previously held senior roles at Jazz Pharmaceuticals (2019–2021), Exelixis (2012–2019), and Abbott. She holds a B.S. in Biochemistry (University of Illinois) and an M.D. (Loyola Stritch), completed residency at Baylor/Texas Children’s and fellowship at UCLA; she has held adjunct/academic posts at Stanford and University of Chicago. She currently serves on the board of Curis, Inc. and on the board of private NiKang Therapeutics.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutro Biopharma, Inc. | Chief Medical Officer | Feb 2023 – May 2025 (departing) | Oncology clinical development leadership |
| AEB Hematology Oncology Development Consulting | Principal | Nov 2021 – Feb 2023 | Strategic/tactical clinical development consulting |
| Jazz Pharmaceuticals plc | VP & Global Therapeutic Area Lead, Hematology-Oncology | 2019 – 2021 | Led global heme-onc programs |
| Exelixis Biopharmaceuticals, Inc. | VP, Clinical R&D | 2012 – 2019 | Oncology clinical development |
| Abbott Laboratories | Global Therapeutic Area Head, Oncology | Not disclosed | Oncology therapeutic area leadership |
| Various Bay Area biotechs | Chief Medical Officer | Not disclosed | CMO roles (prior) |
| UCLA (Clinical/Research Fellowship) | Pediatric Hem/Onc & BMT | Completed prior to practice | Training credential |
| Baylor/Texas Children’s (Residency) | Pediatrics | Completed prior to fellowship | Training credential |
| Stanford University School of Medicine | Adjunct Faculty (Pediatrics/Heme-Onc/Stem Cell) | Not disclosed | Academic appointment |
| University of Chicago | Attending Clinical Associate (Pediatric Oncology/Stem Cell) | Formerly | Academic/clinical role |
External Roles
| Organization | Public/Private | Role | Tenure/Notes |
|---|---|---|---|
| Curis, Inc. | Public | Director | Current |
| NiKang Therapeutics Inc. | Private | Director | Current |
Board Governance
- Committee service: Member, Nominating & Corporate Governance Committee; committee members are Drs. Borgman, Kabakoff, and Jones (Chair); all members independent under Nasdaq rules.
- Independence: The Board determined all non-employee directors, including Dr. Borgman, are independent under Nasdaq rules.
- Attendance: In 2024, each director attended ≥80% of aggregate Board and committee meetings on which they served; all directors attended the 2024 annual meeting.
- 2024 meeting cadence: Board (7), Audit (4), Compensation (5), Nominating & Corporate Governance (5).
- Board leadership: Chair separated from CEO; Dr. David Kabakoff serves as independent Chair.
Fixed Compensation
Non-Employee Director Compensation Program (Structure)
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer – Chair of the Board | $70,000 | $70,000 |
| Annual cash retainer – Other directors | $40,000 | $40,000 |
| Audit Committee – Chair / Member | $15,000 / $7,500 | $15,000 / $7,500 |
| Compensation Committee – Chair / Member | $10,000 / $5,000 | $10,000 / $5,000 |
| Nominating & Gov. – Chair / Member | $8,000 / $4,000 | $8,000 / $4,000 |
Actual director compensation (Anne Borgman)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $44,000 | $44,000 |
| Option Awards – Grant Date Fair Value ($) | $16,659 | $19,883 |
| Total ($) | $60,659 | $63,883 |
Notes: Program fees are paid quarterly; no per-meeting fees; reasonable expenses reimbursed.
Performance Compensation
- Equity vehicle: Annual stock option grant to non-employee directors; time‑based vesting (earlier of one year from grant or next annual meeting). Initial “onboarding” option grant vests in three equal annual installments. Awards under the 2019 Plan.
Annual option grant sizing
| Grant Type | 2023 | 2024–2025 |
|---|---|---|
| Chair of the Board – Annual Option (shares) | 14,250 | 28,050 |
| Other Directors – Annual Option (shares) | 14,250 | 18,700 |
| New Director – Initial Option (shares) | 28,500 | 37,400 |
| Vesting | 1-year (annual); 3-year (initial) | 1-year (annual); 3-year (initial) |
Outstanding options (Anne Borgman)
| As of | Options Outstanding (#) |
|---|---|
| Dec 31, 2023 | 67,384 |
| Dec 31, 2024 | 86,084 |
No performance-conditioned metrics are attached to director equity; options vest based on time served (not TSR/financial metrics).
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts Disclosed |
|---|---|---|
| Curis, Inc. (public) | Director | None disclosed by NXTC; related-party transactions since Jan 1, 2023: none. |
| NiKang Therapeutics (private) | Director | Not a public interlock; no related-party transactions disclosed. |
Related-party policy: Audit Committee reviews/approves transactions >$120,000 involving “related persons.” NXTC reports no related-person transactions in scope since Jan 1, 2023 (2025 proxy) and none since Jan 1, 2022 (2024 proxy).
Expertise & Qualifications
- Extensive oncology drug development and clinical research leadership (CMO roles; senior development posts at Jazz, Exelixis, Abbott).
- Medical credentials (M.D.; licensed in CA and IL); pediatric hem/onc and BMT fellowship; academic appointments.
- Board experience at Curis and private biotech (NiKang).
Equity Ownership
Beneficial ownership (includes shares acquirable within 60 days of the as-of date)
| As of | Shares Beneficially Owned (#) | Percent of Outstanding (%) |
|---|---|---|
| Apr 24, 2024 | 57,884 | <1% (indicated “*”) |
| Apr 23, 2025 | 86,084 | <1% (indicated “*”) |
Note: Company had 27,973,289 shares outstanding as of Apr 24, 2024, and 28,050,191 as of Apr 23, 2025 (for percent calculations disclosed by NXTC).
Governance Assessment
- Independence and roles: Independent since October 2021; serves on Nominating & Corporate Governance (not a chair). Structure promotes independent oversight with an independent Board Chair.
- Engagement: Met attendance threshold (≥80%) and attended the annual meeting; Board and committees met regularly (Board: 7; Audit: 4; Compensation: 5; N&CG: 5 in 2024).
- Pay and alignment: Compensation mix is modest cash retainer ($40k) plus time-based options (18,700 annual shares for non‑chair directors in 2024–2025), aligning upside with shareholders; Anne’s 2024 total was $63,883 (cash $44,000; option grant-date value $19,883).
- Ownership: Beneficial ownership remains <1%, with options the primary equity exposure; outstanding option count rose to 86,084 at 12/31/2024 from 67,384 a year earlier.
- Conflicts/related-party risk: No related-person transactions disclosed during the lookback; Audit Committee oversees such matters under written policy. Limits on outside boards (≤4) appear observed (Curis is her only other public board disclosed).
Red flags: None disclosed—no related-party transactions, no attendance shortfalls, no option repricings, and no per-meeting fee incentives indicated. Continued executive role in another biotech (Sutro Biopharma through May 2025) should be monitored for competitive conflicts, though NXTC disclosed no related-party dealings.