Stephen W. Webster
About Stephen W. Webster
Stephen W. Webster (age 64) has served as an independent director of NextCure, Inc. since April 2019 and is the Audit Committee Chair and a member of the Compensation Committee. He is a former CFO of Spark Therapeutics (2014–2019) and previously held CFO roles at Optimer Pharmaceuticals (2012–2013) and Adolor Corporation (2008–2011). He holds an A.B. in economics from Dartmouth College and an M.B.A. in finance from The Wharton School, University of Pennsylvania . The Board has determined he is independent under Nasdaq rules and qualifies as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Therapeutics, Inc. | Chief Financial Officer | Jul 2014 – Dec 2019 | Led finance through sale to Roche |
| Optimer Pharmaceuticals, Inc. | SVP & Chief Financial Officer | Jul 2012 – Oct 2013 | Finance leadership through sale to Cubist |
| Adolor Corporation | SVP & Chief Financial Officer | 2008 – 2011 | Finance leadership through sale to Cubist |
| Broadpoint Capital (First Albany Capital) | Managing Director, Investment Banking – Health Care | 2007 – 2008 | Advisory/IB coverage |
| Neuronyx, Inc. | Co-founder, President & CEO | 2000 – 2006 | Company building and leadership |
| PaineWebber Incorporated | Investment Banking – Health Care | Prior to 2000 | Progressively senior roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cullinan Therapeutics, Inc. | Director | Oct 2020 – Present | Current public company directorship |
| TCR2 Therapeutics Inc. | Director | Prior | Former board service |
| Viking Therapeutics, Inc. | Director | Prior | Former board service |
| Nabriva Therapeutics AG | Director | Prior | Former board service |
| Gritstone Oncology, Inc. | Director | Prior | Former board service |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member) .
- Independence: Board determined all non-employee directors, including Webster, are independent under Nasdaq rules; Webster meets heightened independence standards for audit committees .
- Audit committee expertise: Board determined Webster is an “audit committee financial expert” under SEC rules .
- Attendance: Each director attended ≥80% of aggregate Board and relevant committee meetings in 2024; all directors attended the 2024 annual meeting. 2024 meeting counts—Board: 7; Audit: 4; Compensation: 5; Nominating & Governance: 5 .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, related party transactions, and cybersecurity briefings at least annually .
Fixed Compensation
| Component (2024) | Amount (USD) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $57,637 | 2024 Director Compensation Table |
| Annual Director Retainer | $40,000 (policy) | Non-Employee Director Compensation Program |
| Audit Committee Chair Retainer | $15,000 (policy) | Compensation Program |
| Compensation Committee Member Retainer | $5,000 (policy) | Compensation Program |
| Meeting Fees | None; expenses reimbursed | Compensation Program |
Notes
- Cash fees policy implies $60,000 for Webster’s roles ($40k director + $15k audit chair + $5k comp member), with actual 2024 cash paid $57,637 due to quarterly proration/role timing mechanics .
Performance Compensation
| Equity Grant Detail | 2024 | Policy/Notes |
|---|---|---|
| Annual director stock option grant | 18,700 options | Vest on earlier of 1 year from grant or next annual meeting; subject to continued service |
| Grant date fair value (2024) | $19,883 | ASC 718 fair value; not realized value |
| Initial director stock option grant (upon appointment) | 37,400 options (current policy) | Vest in 3 equal annual installments; subject to service |
| 2025 Form 4 award | 18,700 options at $0.47 (transaction date 2025-06-20) | Reported as stock option grant (A-Award) |
| 2024 Form 4 award | 18,700 options at $1.50 (transaction date 2024-06-20) | Reported as stock option grant (A-Award) |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; equity awards are time-based per policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Cullinan Therapeutics, Inc. | Current director | Same sector; no related party transactions disclosed involving Webster . Corporate guidelines limit outside boards to preserve capacity (≤4 public boards; audit chairs not to chair other public company audits) . |
Expertise & Qualifications
- Financial leadership: Former CFO at Spark, Optimer, and Adolor; significant public company finance and M&A experience .
- Capital markets: Prior managing director roles in healthcare investment banking (Broadpoint/First Albany; PaineWebber) .
- Audit oversight: Recognized as an audit committee financial expert by the Board .
- Education: A.B. (Economics) Dartmouth; M.B.A. (Finance) Wharton .
Equity Ownership
| Measure (as of April 23, 2025) | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 97,700 | Consists of options exercisable within 60 days; indicates <1% ownership |
| Beneficial ownership (%) | <1% | Company outstanding shares: 28,050,191 |
| Outstanding director options (12/31/2024) | 97,700 | Aggregate outstanding options at FY-end |
| Hedging/Pledging | Hedging prohibited without advance approval; insider trading policy on file | No pledging disclosed |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 AGM, June 20, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote to approve executive compensation | 11,316,309 | 421,792 | 14,006 | 8,450,029 |
- Say-on-pay passed; support ratio ≈ 96.4% (For ÷ (For+Against)) using reported tallies .
- Frequency vote: “One Year” preferred (11,664,330 for 1yr) .
Director Election Result (2025 AGM)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Stephen W. Webster | 9,034,425 | 2,717,181 | 501 | 8,450,029 |
Related Party Transactions
- Policy: Audit Committee reviews and approves related person transactions >$120,000 .
- Disclosure: Since Jan 1, 2023, no related person transactions involving directors or officers, including Webster, were reported .
Governance Assessment
-
Strengths
- Independence and audit committee financial expert designation support robust oversight of financial reporting and controls .
- Strong attendance commitment; board and committee engagement metrics indicate active participation .
- Transparent director compensation program with modest cash retainers and time-based equity aligns director interests with shareholders without encouraging excessive risk .
- No related party transactions disclosed; insider trading policy prohibits hedging without approval, mitigating alignment risks .
-
Potential Red Flags or Monitoring Areas
- Sector interlocks: Current service on another biotech board (Cullinan) is common but should be monitored for overlap in competitive areas; no specific conflicts disclosed .
- Retainer shifts or option policy changes: Program increased option share sizes for directors vs. 2023 (14,250 → 18,700), which can raise dilution concerns at micro-cap issuers; however, total director equity remains modest and vests time-based .
- Nasdaq minimum bid compliance actions (reverse split approved): While a Board-level matter, reverse split signals market-cap and liquidity pressure; monitor Audit and Compensation Committee stances on capital structure and retention .
-
Compensation Mix (2024, Webster)
- Cash $57,637; Equity fair value $19,883; Total $77,520 .
- Structure consistent with policy ($40k director + $15k audit chair + $5k comp member; no meeting fees; quarterly proration) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-06-24 | 2025-06-20 | A (Award) | Stock Option (Right to Buy) | 18,700 | $0.47 | 18,700 | https://www.sec.gov/Archives/edgar/data/1661059/000090514825002242/0000905148-25-002242-index.htm |
| 2024-06-21 | 2024-06-20 | A (Award) | Stock Option (Right to Buy) | 18,700 | $1.50 | 18,700 | https://www.sec.gov/Archives/edgar/data/1661059/000090514824001769/0000905148-24-001769-index.htm |
Summary Signals for Investors
- Audit chair with CFO pedigree and SEC “financial expert” status is a governance positive; attendance and committee engagement further bolster confidence .
- No related party findings and policy guardrails (hedging restrictions) reduce alignment risk; director equity is time-based and appropriately sized for micro-cap biotech governance .
- High say-on-pay support and clear committee oversight of EY reflect functioning governance processes; continue monitoring capital actions tied to Nasdaq compliance and implications for dilution and option grant sizing .