John G. Houston
About John G. Houston
John G. Houston, Ph.D., is an independent director of NextCure, Inc. since September 2020 and currently chairs the Compensation Committee; he is 65 years old. He is the President & CEO and a director of Arvinas Inc., and previously served as President of Research Development and Chief Scientific Officer at Arvinas in 2017; earlier, he held senior R&D leadership roles at Bristol Myers Squibb and led the Lead Discovery Unit at Glaxo Wellcome in the UK. Dr. Houston holds a B.Sc. in Medical Microbiology from the University of Glasgow and a Ph.D. in Microbial Biochemistry from Heriot-Watt University, Edinburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb (BMS) | SVP, Specialty Discovery & R&D Site Development; accountability for all Discovery Biology disease teams and technology departments | Sep 2015–Aug 2016 | Member of BMS senior executive leadership team; reviewed and approved 200+ pre-clinical candidates advancing toward late-stage trials and commercialization; architect of “Leveraging Technology” integrated lead discovery/optimization initiative |
| Arvinas Inc. | President of Research Development & Chief Scientific Officer | Jan 2017–Sep 2017 | Built and led early R&D prior to becoming CEO |
| Glaxo Wellcome (UK) | Head, Lead Discovery Unit | Not disclosed | Led discovery capabilities in the UK R&D organization |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Arvinas Inc. (public) | President & CEO; Director | Since Sep 2017 |
| Oerth Bio LLC (private) | Director | Current |
| Cybrexa, Inc. (private) | Director | Current |
| Connecticut United for Research Excellence, Inc. (BioCT) | Director | Current |
Board Governance
- Committee assignments: Chair, Compensation Committee; not listed on Audit or Nominating & Corporate Governance committees in the 2024 composition table .
- Independence: Board determined all non-employee directors, including Dr. Houston, are independent under Nasdaq rules .
- Meeting cadence and attendance: Board met 7 times in 2024; Compensation Committee met 5 times; each director attended at least 80% of aggregate Board and committee meetings in 2024 .
- Board leadership: Chair separate from CEO; structure designed to reinforce independence and objective oversight .
- Compensation consultant: Pearl Meyer engaged by the Compensation Committee in 2024; independence assessed and maintained; scope included executive pay benchmarking and director program design .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $47,637 | Dr. Houston’s 2024 director cash fees per proxy table |
| Option Awards (Grant-date fair value, 2024) | $19,883 | ASC 718 grant-date fair value; not equal to realized value |
| Total (2024) | $67,520 | Sum of cash fees and option award fair value |
| Non-Employee Director Program Element | Amount | Detail |
|---|---|---|
| Board retainer (non-Chair) | $40,000 | Paid quarterly, pro-rated for partial quarters |
| Compensation Committee Chair retainer | $10,000 | Members: $5,000 |
| Audit Committee Chair retainer | $15,000 | Members: $7,500 |
| Nominating & Corporate Governance Chair | $8,000 | Members: $4,000 |
| Meeting fees | None | Reasonable expense reimbursement only |
Performance Compensation
| Director Equity Awards (Program Terms) | Shares | Vesting |
|---|---|---|
| Annual option grant – Chair of the Board | 28,050 | Vests on earlier of 1 year from grant or next annual meeting; service required |
| Annual option grant – Other directors | 18,700 | Vests on earlier of 1 year from grant or next annual meeting; service required |
| Initial option grant (new directors) | 37,400 | Vests in 3 equal annual installments from grant date; service required |
| Executive Annual Cash Bonus Metrics (Committee Oversight for 2024) | Weight | 2024 Achievement | Outcome |
|---|---|---|---|
| NC410 & LNCB74 pre-clinical/clinical progress | 60% | 100% achieved | Contributed to payout |
| Other program progress | 5% | 100% achieved | Contributed to payout |
| Business development & financial targets | 25% | 25% achieved | Reduced payout vs target |
| Human resources | 10% | 100% achieved | Contributed to payout |
| Committee payout decision | — | — | 81.25% of target overall; CEO payout 40.6% of base, CSO/COO 32.5% of base |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Arvinas Inc. | Public biotech | President & CEO; Director | Same industry (biopharma). No related-person transactions disclosed between NextCure and Dr. Houston; Board affirms independence . |
- Related-party transactions: None since January 1, 2023 per company policy and audit committee oversight .
Expertise & Qualifications
- Scientific and R&D leadership across big pharma and biotech; architected integrated discovery processes at BMS and oversaw approval of 200+ pre-clinical candidates into development .
- CEO experience at a public biotech (Arvinas), bringing operational, clinical, and strategic expertise relevant to oncology and immunotherapy .
- Education: B.Sc. Medical Microbiology (Glasgow); Ph.D. Microbial Biochemistry (Heriot-Watt) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Basis |
|---|---|---|---|
| John G. Houston, Ph.D. | 100,637 | <1% | Options exercisable within 60 days of April 23, 2025 (no common shares listed) |
| Outstanding Director Options at FY-end 2024 | Options Outstanding |
|---|---|
| John G. Houston, Ph.D. | 100,637 |
- Hedging/pledging: Hedging transactions are prohibited absent advance approval; broader Insider Trading Policy filed with 2024 10-K; no pledging practices disclosed in proxy .
Governance Assessment
-
Strengths
- Independent director with deep biopharma R&D and public-company CEO experience; chairs Compensation Committee comprised entirely of independent directors and “non-employee” directors under Rule 16b-3 .
- Documented engagement: Compensation Committee met 5 times; Board met 7 times in 2024; each director attended ≥80% of aggregate meetings .
- Pay-for-performance oversight: Committee used explicit weighted corporate metrics and calibrated payouts below target for BD/financial underperformance (81.25% overall), signaling discipline .
- Use of independent compensation consultant (Pearl Meyer), with independence assessed and no other services permitted, reducing advisor conflicts .
- Governance policies: separation of Chair and CEO; executive sessions led by independent directors; clawback policy compliant with Nasdaq Section 954; hedging restricted .
-
Watch items / potential investor confidence considerations
- Company notified by Nasdaq for minimum bid price deficiency; Board seeking reverse stock split authorization (1:5–1:15) to regain compliance—execution risk and potential liquidity impact remain near-term governance considerations .
- External CEO role at Arvinas increases time commitments; company imposes limits on outside board service (≤4 public boards) and audit committee leadership limits, which help mitigate oversight capacity concerns; Houston appears within guidelines .
- No director stock ownership guidelines disclosed in the proxy, limiting visibility on prescribed alignment thresholds for directors (company-wide hedging ban partially offsets) .
-
Conflicts/related-party exposure
- No related-person transactions involving directors since 2023; Audit Committee authorizes and oversees any such matters per policy .
Appendices (Reference Data)
- Board and Committee Composition, 2024 Meetings: Board 7; Audit 4; Compensation 5; Nominating & Corporate Governance 5 .
- Director Compensation Program increases: Chair retainer increased to $70,000 from $65,000 in 2023; annual director option grant size increased (non-Chair) to 18,700 shares from 14,250 in 2023 .
- Beneficial ownership computation basis: 28,050,191 shares outstanding as of April 23, 2025 .