Elaine V. Jones
About Elaine V. Jones
Elaine V. Jones, Ph.D., age 70, is an independent director of NextCure and has served on the Board since December 2015. She chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee, bringing deep venture investing and biopharma operating experience. Dr. Jones previously led venture investing at Pfizer Ventures (2008–2019), held roles at EuclidSR Partners and S.R. One (GSK’s venture fund), and earlier served in scientific licensing and R&D roles at SmithKline Beecham; she holds a B.S. in biology from Juniata College and a Ph.D. in microbiology from the University of Pittsburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Ventures | Vice President, Worldwide Business Development and Senior Partner | Dec 2008 – Apr 2019 | Led strategic venture investments for Pfizer |
| EuclidSR Partners | General Partner | Not disclosed | Life sciences venture investing |
| S.R. One (GSK) | Venture investor | Began 1999 (start of PE career) | Life sciences venture investing |
| SmithKline Beecham | Director of Scientific Licensing | Not disclosed | Licensing and BD for pharma |
| SmithKline Beecham Pharmaceutical R&D | Research scientist | Not disclosed | Scientific research |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| CytomX Therapeutics, Inc. | Director | May 2019 – present; prior service Dec 2014 – Jun 2016 | Public |
| HBM Healthcare Investments Ltd. | Director | Jun 2021 – present | Public |
| Ibere Pharmaceuticals | Director | Feb 2021 – Mar 2023 | Public (prior) |
| Gritstone Oncology, Inc. | Director | Sep 2019 – Mar 2025 | Public (prior) |
| Mironid Ltd. | Director | Current | Private |
| Myeloid Therapeutics, Inc. | Director | Current | Private |
| Juniata College | Trustee | Current | Non-profit |
| Mersana Therapeutics, Inc. | Director | Feb 2015 – Jun 2018 | Public (prior) |
| Mirna Therapeutics, Inc. | Director | Dec 2012 – Jun 2016 | Public (prior) |
| Aquinox Pharmaceuticals, Inc. | Director | Jun 2010 – Feb 2015 | Public (prior) |
| Flexion Therapeutics, Inc. | Director | Dec 2009 – Jun 2014 | Public (prior) |
Board Governance
- Independence: The Board determined all directors other than the CEO (Michael Richman) are independent under Nasdaq rules; Dr. Jones is independent .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (NCG) Committee chair .
- Audit Committee composition and qualifications: Members are Stephen Webster (Chair), David Kabakoff, and Elaine V. Jones; all meet heightened SEC/Nasdaq independence, financial literacy/sophistication; Webster is an “audit committee financial expert” .
- Board leadership: Chair of the Board is David Kabakoff, separate from CEO; independent directors hold regular executive sessions led by the Chair .
- Attendance and meetings: In 2024, each director attended at least 80% of Board and applicable committee meetings; all directors attended the 2024 annual meeting. 2024 meetings: Board 7; Audit 4; Compensation 5; NCG 5 .
- Governance policies: Related party transaction policy overseen by Audit Committee; none since Jan 1, 2023 . Limits on outside boards (≤4 public boards for directors; audit members limited to ≤3 audit committees without Board consent) . Insider Trading Policy prohibits hedging without pre-approval; clawback policy compliant with Nasdaq/Section 954 applies to executive incentive comp .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $55,500 | Program implies $40,000 director retainer + $8,000 NCG chair + $7,500 Audit member = $55,500 |
| Option awards (grant-date fair value) | $19,883 | Annual non-employee director option award under program terms |
| Total | $75,383 | 2024 director compensation (non-employee) |
Program cash retainer schedule (for context): Director $40,000; Audit Chair $15,000/Member $7,500; Compensation Chair $10,000/Member $5,000; NCG Chair $8,000/Member $4,000; no per-meeting fees; reimbursed expenses .
Performance Compensation
| Equity term (2024 program) | Metric | Detail |
|---|---|---|
| Annual stock option grant (non-chair) | Shares | 18,700 shares to each non-chair director (Chair: 28,050) |
| Vesting | Schedule | Vests on the earlier of one year from grant date or next annual meeting, subject to continued service |
| Initial appointment grant | Shares | 37,400 shares at appointment (three equal annual installments), for newly appointed directors |
Outstanding director equity at FY-end 2024:
| Name | Options Outstanding (#) |
|---|---|
| Elaine V. Jones, Ph.D. | 97,700 |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Pfizer (7.0% NXTC holder via Pfizer Inc. and Pfizer Ventures (US) LLC as of IPO filing reference) | Dr. Jones previously led Pfizer Ventures (left in 2019); no related party transactions since Jan 1, 2023; independence affirmed . |
| Broader network | Multiple current/prior public and private boards across oncology/biotech; governance guidelines cap outside boards to manage overboarding risk . |
Expertise & Qualifications
- Scientific training and pharmaceutical industry background; extensive venture capital experience and service on multiple public and private boards .
- Qualifications cited by NXTC: scientific training, pharma background, venture capital experience .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Outstanding (%) | Composition |
|---|---|---|---|
| Elaine V. Jones, Ph.D. | 97,700 | * (less than 1%) | Includes 97,700 shares issuable upon exercise of options within 60 days of April 23, 2025 |
- Anti-hedging/pledging: Hedging or monetization transactions in company securities prohibited without advance approval under Insider Trading Policy .
- Shares pledged: No disclosure of pledging; related party transactions policy states none since Jan 1, 2023 .
Governance Assessment
- Strengths: Independent director with deep VC and biopharma experience; NCG chair provides direct oversight of governance policies and board effectiveness; Audit Committee membership adds financial oversight breadth .
- Alignment: Director option grants vest on annual cycle and are standardized; cash fee mix reflects governance responsibilities; ownership includes exercisable options, with anti-hedging policy in place .
- Engagement: ≥80% attendance in 2024 across Board/committee meetings; all directors attended the 2024 annual meeting; structured executive sessions support independent oversight .
- Shareholder signals: 2025 say-on-pay passed strongly (For: 11,316,309; Against: 421,792); annual say-on-pay frequency approved; suggests investor confidence in governance/compensation practices .
- Conflicts/Red flags: No related party transactions since Jan 1, 2023; independence affirmed; limits on outside boards mitigate overboarding risk; no disclosed hedging/pledging by directors. No evident compensation anomalies for directors; program increased annual option share counts in 2024 (14,250 → 18,700) and Chair retainer ($65k → $70k), but mix remains primarily standardized cash + options .