David Kabakoff
About David Kabakoff
David Kabakoff, Ph.D., age 77, has served on NextCure’s board since December 2015 and is the independent Chair of the Board. He is an Executive Partner at Sofinnova Investments and a founding Partner of HealthQuest Capital, with prior operating and board experience across biotech and venture capital. He holds a B.A. in chemistry (Case Western Reserve University) and a Ph.D. in chemistry (Yale University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextCure, Inc. | Chair of the Board; Independent Director | Director since Dec 2015; Chair current | Leads independent board, sets agendas, oversees governance, presides at meetings, coordinates committee work, and engages with shareholders . |
| Salmedix, Inc. | Co‑founder, Chairman & CEO | Founded 2001; acquired 2005 | Led development of cancer drugs, sale to Cephalon . |
| Dura Pharmaceuticals; Spiros; Corvas; Hybritech | Senior executive/CEO roles | Prior years | Multiple senior operating roles in pharma/biotech . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sofinnova Investments, Inc. | Executive Partner | Since May 2007 | Venture capital leadership; affiliated funds are significant investors in biotech . |
| HealthQuest Capital | Founding Partner | Since 2012 | Healthcare innovation venture capital . |
| RareCyte, Inc. (private) | Director | Current | Private life sciences company . |
| Castle Biosciences, Inc. | Director | Sep 2017 – Aug 2021 | Public company board experience . |
| Principia Biopharma, Inc. | Director | Jun 2016 – Aug 2018 | Pre‑IPO directorship prior to Sept 2018 IPO . |
| InterMune, Inc. | Director | Nov 2005 – Sep 2014 | Public company board . |
| Amplimmune | Director | 2007 – Oct 2013 | Acquired by AstraZeneca . |
Board Governance
- Independence: The board determined Dr. Kabakoff is independent under Nasdaq rules; Michael Richman (CEO) is the only non‑independent director .
- Leadership: The board separates Chair and CEO roles; the Chair’s duties include agenda-setting, presiding over meetings, coordinating committees, director education, and shareholder engagement .
- Executive sessions: Independent directors meet in regular executive sessions led by the Chair .
- Committees: Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
| 2024 Meetings | Board | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|---|
| Meetings held | 7 | 4 | 5 | 5 |
| Attendance | Each director attended ≥80% of board/committee meetings during 2024 | — | — | — |
Governance infrastructure and policies:
- Related party oversight resides with the Audit Committee; it reviews/approves related person transactions .
- Related‑person transactions: None since January 1, 2023 .
- Trading and alignment: Insider Trading Policy in place; hedging/monetization transactions are prohibited without advance approval .
- Clawback: Executive officer clawback policy compliant with Nasdaq/Section 954; applies to incentive‑based comp for covered executives (board still oversees policy) .
- Limits on outside board service: Directors limited to four public boards; audit chair cannot chair another public audit committee .
Fixed Compensation (Non‑Employee Director Cash)
| Component (2024 Program) | Amount (USD) | Notes |
|---|---|---|
| Chair of the Board retainer | $70,000 | Increased from $65,000 in 2023 . |
| Audit Committee member | $7,500 | Member retainer; chair is $15,000 . |
| Nominating & Corporate Governance member | $4,000 | Member retainer; chair is $8,000 . |
| Total cash fees paid to Dr. Kabakoff (2024) | $81,500 | Matches program math and proxy compensation table . |
Notes: No per‑meeting fees; paid quarterly, pro‑rated for partial service; reasonable expense reimbursement .
Performance Compensation (Equity for Directors)
| Equity Element | 2024 Design | Vesting | 2024 Reported Value |
|---|---|---|---|
| Annual stock option grant – Chair | 28,050 options | Vest on earlier of one year from grant or next annual meeting; continued service required . | Grant date fair value for Dr. Kabakoff: $29,825 . |
| Initial option grant (for new directors) | 37,400 options | Vest in three equal annual installments; continued service required . | N/A to Kabakoff in 2024 . |
Outstanding director equity:
- Options outstanding at 12/31/2024 (Kabakoff): 144,392 options .
- Director equity awards are time‑based options; no director‑specific performance metrics disclosed .
Compensation mix (2024, Kabakoff): Cash $81,500 vs. Equity grant FV $29,825; totals $111,325, implying ~73% cash / ~27% equity by grant‑date value .
Other Directorships & Interlocks
| Entity | Type | Role / Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Sofinnova Venture Partners IX, L.P. | 5%+ stockholder | Holds 2,671,856 NXTC shares (9.5%); address c/o Sofinnova Investments | Dr. Kabakoff is Executive Partner at Sofinnova Investments; board deems him independent; Audit Committee oversees related‑party matters; no related‑person transactions disclosed . |
| Other prior public boards | Public companies | Castle Biosciences; InterMune; etc. | Adds industry and governance expertise . |
Expertise & Qualifications
- Extensive biotechnology operating experience (CEO/chair roles) and venture capital expertise (Sofinnova, HealthQuest) .
- Scientific credentials (Ph.D. in chemistry); broad board experience including public biotechs .
- As Chair, responsible for agenda‑setting, board education, strategy oversight, and investor engagement, supporting board effectiveness .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| David Kabakoff, Ph.D. | 62,237 | 144,392 | 206,629 | <1% (approx. 0.74% based on 28,050,191 shares outstanding) |
- Company outstanding shares as of record date (Apr 23, 2025): 28,050,191 .
- Beneficial ownership definitions per SEC rules; director totals include rights exercisable within 60 days .
Governance Assessment
Key positives
- Independent, non‑executive Chair with clearly delineated responsibilities; separation from CEO role enhances oversight .
- Strong committee participation (Audit; Nominating & Governance); all directors met ≥80% attendance in 2024; board and committees active (7 board meetings; 4 audit; 5 comp; 5 nom/gov) supporting engagement and effectiveness .
- Director pay structure is modest and largely cash‑retainer based; equity delivered as options with straightforward time‑based vesting; use of independent comp consultant (Pearl Meyer) to advise on director pay design .
- Controls for conflicts and alignment: Audit Committee reviews related‑person transactions; none disclosed since 2023; hedging restricted; executive clawback in place (board oversight of policy) .
Potential risk indicators and how they are mitigated
- Interlock/conflict: Affiliation with Sofinnova Investments while a Sofinnova fund is a 9.5% shareholder could present perceived conflicts. Mitigations: board’s independence determination considered such relationships; Audit Committee controls and no related‑person transactions reported .
- Company listing risk context: The 2025 proxy details a planned reverse stock split to address Nasdaq minimum bid price deficiency—this is a company‑level risk that may increase scrutiny of governance effectiveness; presence of an experienced independent Chair and active committee oversight is constructive for investor confidence .
RED FLAGS
- Appearance of affiliation with a significant shareholder (Sofinnova), requiring vigilant recusals and continued robust related‑party oversight, despite independence status and lack of related‑person transactions to date .