Kevin Shaw
About Kevin Shaw
Kevin G. Shaw is Senior Vice President and General Counsel at NextCure, Inc. (NXTC), serving in this role since August 2023; he previously served as Senior Vice President, Legal Affairs since May 2022 and is 51 years old . His tenure at NextCure began on May 23, 2022 under an executive employment agreement that outlines compensation, severance, and change‑of‑control protections . Company performance during his tenure has included a two‑year TSR decline (value of a $100 investment fell from 81 to 55) and narrowing losses (net loss improved to $(55.7)M in 2024 from $(62.7)M in 2023) . EBITDA also improved year over year (see table; values from S&P Global).
Company Performance During Shaw’s Tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Value of $100 Investment (TSR) | 81 | 55 |
| Net Income (Loss) ($000) | $(62,723) | $(55,654) |
| EBITDA ($USD) | $(63.953M)* | $(54.341M)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextCure, Inc. | SVP & General Counsel | Aug 2023–present | Executive legal leadership for clinical-stage oncology programs |
| NextCure, Inc. | SVP, Legal Affairs | May 2022–Aug 2023 | Led legal affairs following joining on May 23, 2022 |
| Precigen, Inc. (formerly Intrexon) | Vice President & Deputy General Counsel | Jan 2012–May 2022 | Legal leadership at a publicly traded clinical-stage cell & gene therapy company |
| Hogan Lovells | Attorney | 2000–Dec 2011 | Represented life sciences companies in IP and transactional matters |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in NXTC filings |
Fixed Compensation
| Item | Terms |
|---|---|
| Base Salary | $338,000 annualized, reviewed annually |
| Benefits | Health insurance and standard employee benefits; expense reimbursement per policy |
| Location | Principal offices in Beltsville, Maryland |
Performance Compensation
Annual Cash Bonus (Structure)
| Element | Detail |
|---|---|
| Target bonus % | 35% of base salary; determined by Board based on pre-determined performance milestones |
| Payout timing | Paid no later than March 15 following the performance year |
Company Bonus Framework Used for NEOs in 2024 (Reference for performance metrics)
| Metric Category | Weighting | Achievement | Notes |
|---|---|---|---|
| NC410 & LNCB74 program progress | 60% | 100% achieved | |
| Other program progress | 5% | 100% achieved | |
| Business development & financial targets | 25% | 25% achieved | |
| Human resources | 10% | 100% achieved | |
| Resulting payout factor | — | 81.25% of target (applied to NEOs) |
Equity Awards (Options)
| Grant | Shares | Vesting | Notes |
|---|---|---|---|
| Start-date option award | 35,000 | 25% on first anniversary of May 23, 2022; remaining 75% vests in 36 equal monthly installments through year 4 | Granted under NXTC equity incentive arrangements |
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Ownership guidelines | Other executive officers: hold stock plus vested in‑the‑money options equal to 2× base salary within 5 years; CEO 5×, CFO/CMO/CSO 3× |
| Hedging policy | Hedging/monetization transactions prohibited without pre‑approval; Insider Trading Policy on file with 2024 10‑K |
| Clawback | Nasdaq-compliant recoupment policy adopted; applies to incentive‑based comp on/after Oct 2, 2023 |
| Beneficial ownership | Kevin Shaw not listed among NEOs/directors in 2025 ownership table; no share count disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| At-will employment | May be terminated by either party at any time, subject to severance provisions |
| Good Reason (examples) | Material salary reduction (non‑broad-based), material reduction in title/scope, relocation >50 miles from HQ without consent |
| Cause (examples) | Failure to perform post‑notice/cure, disloyalty/gross negligence/willful misconduct, certain criminal convictions, embezzlement/fraud, material breach |
| Severance (non‑CIC) | Accrued benefits; 9 months’ base salary lump sum on day 60 post‑termination; up to 9 months COBRA premiums; contingent on release and return of company property |
| Change‑in‑Control (CIC) severance | Accrued benefits; 12 months’ base salary + target bonus lump sum on day 60; up to 12 months COBRA premiums; contingent on release; applies if terminated by Company without Cause or by executive for Good Reason during CIC period (double‑trigger) |
| 2019 Plan equity acceleration | Full vesting at least 15 days prior to a CIC if awards are not assumed/continued/substituted; or full vesting upon termination without Cause within 12 months post‑CIC if awards were assumed/continued/substituted |
| 409A compliance | Payment timing/structure intended to comply with or be exempt from 409A; six‑month delay for specified employees if required |
| 280G cutback | Payments reduced to avoid excise tax under 4999 if it increases after‑tax value; ordering/assumptions defined; Company covers calculation costs |
Investment Implications
- Alignment: Cash compensation is moderate with at‑risk bonus tied to Board‑set milestones; equity incentives vest over four years, and company policies prohibit hedging and enable clawbacks, supporting alignment with long‑term shareholder value .
- Retention: Double‑trigger CIC economics (12 months’ base + target bonus and 12 months COBRA) plus option acceleration under certain CIC scenarios reduce transition risk during strategic events .
- Trading signals: No disclosed beneficial ownership or Form 4 transaction details for Shaw in the proxy’s ownership table; lack of selling/buying visibility limits inference on near‑term selling pressure .
- Execution risk backdrop: Company TSR declined over 2023–2024 and losses narrowed; EBITDA improved year over year, indicating cost discipline but persistent negative profitability (see table; values from S&P Global) .