Steven Cobourn
About Steven Cobourn
Steven P. Cobourn, CPA, is Chief Financial Officer of NextCure, Inc., serving since January 2018; he is 62 and holds a B.S. in business administration from Drexel University and is a Certified Public Accountant . Prior roles include CFO of Vaccinex (2014–2018), VP Finance & Treasurer at Otsuka America Pharmaceutical (2003–2014), earlier finance roles at Otsuka (1993–2003), and CPA at Hass & Company LLC . Company performance context during his tenure includes cumulative TSR of $55 in 2024 (from a $100 base) vs $81 in 2023 and net losses of $55.7M in 2024 and $62.7M in 2023, reflecting ongoing clinical-stage investment and market pressure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vaccinex, Inc. | Chief Financial Officer | 2014–2018 | Guided public-company finance during R&D execution and capital needs |
| Otsuka America Pharmaceutical, Inc. | VP Finance & Treasurer | 2003–2014 | Led treasury and finance for US operations of a global pharma; earlier finance roles 1993–2003 |
| Hass & Company LLC | Certified Public Accountant | Pre-1993 | Foundation in audit/accounting underpinning internal controls rigor |
External Roles
- No public company board or committee roles disclosed for Cobourn .
Fixed Compensation
- Structure: NextCure compensates executives with base salary, annual cash bonus, long-term equity (primarily stock options), and standard benefits; the Compensation Committee sets goals and approves payouts to align with strategy while discouraging excessive risk-taking .
- CFO-specific figures (base salary, target bonus %, actual bonus) are not disclosed in the proxy; the 2024 Summary Compensation Table covers CEO, CSO, COO, and former CMO only .
Performance Compensation
| Metric / Category | Weighting | Target | Actual Attainment | Payout Basis | Notes |
|---|---|---|---|---|---|
| NC410 & LNCB74 program progress | 60% | Committee-set corporate goals | 100% | Contributed to overall payout factor | Applies to NEO plan; CFO-specific payout not disclosed |
| Other program progress | 5% | Committee-set goals | 100% | Contributed to overall payout factor | |
| Business development & financial targets | 25% | Committee-set goals | 25% | Contributed to overall payout factor | |
| Human resources goals | 10% | Committee-set goals | 100% | Contributed to overall payout factor | |
| Overall annual incentive payout (NEOs) | — | — | — | 81.25% of target | CEO paid 40.6% of salary; CSO/COO 32.5%; CFO not disclosed |
Equity award vesting practices:
- Annual grants generally vest 25% at the first anniversary, then monthly over 36 months; special 2024 pipeline reprioritization grants vest 100% at one year (NEOs) . CFO grant sizes are not disclosed.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares outstanding (record date) | 28,050,191 (as of April 23, 2025) |
| Execs and directors (group) beneficial ownership | 6,007,954 shares; 17.9% of outstanding (includes options exercisable within 60 days) |
| Options outstanding under equity plans | 8,856,523 shares; WAE price $6.99 (as of 12/31/2024) |
| Hedging/derivatives policy | Hedging/monetization transactions prohibited without advance approval; insider trading policy governs directors/officers/employees and household members |
| Clawback policy | Nasdaq-compliant recoupment of erroneously awarded incentive-based compensation for current/former executive officers (applies to compensation received on/after Oct 2, 2023) |
| Pledging | No pledging disclosure; only hedging prohibition is disclosed |
Note: Cobourn’s individual share ownership and options breakdown are not itemized in the beneficial ownership table; the group figure above provides context .
Employment Terms
- Change-in-control (2019 Plan): Stock options fully vest at least 15 days prior to a change-in-control if awards are not assumed/continued/substituted; if assumed/continued/substituted, options fully vest upon termination without “Cause” within 12 months post-transaction (plan-wide, thus applicable to optionholders including the CFO) .
- Executive severance examples (disclosed for CEO/CSO/COO, not CFO): base salary continuity (12 months CEO; 9 months CSO/COO), health insurance continuation; enhanced multiples if termination occurs near/following a change-in-control . CFO’s specific agreement terms are not disclosed.
- Governance controls: Executive compensation subject to annual committee review; independent consultant (Pearl Meyer) supports benchmarking and peer group design .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Pay-versus-Performance TSR (value of $100 initial investment) | $81 | $55 |
| Net Income (Loss) | $(62,723)k | $(55,654)k |
Additional signals:
- Reverse stock split proposal (1:5 to 1:15) reflects Nasdaq minimum bid price deficiency notice on Jan 31, 2025 and Board’s intent to maintain listing; closing bid was $0.42 on April 23, 2025 .
- Capital markets execution: Cobourn is the signatory for financing-related 8-Ks and the Securities Purchase Agreement, indicating active leadership in funding runway into H1 2027 (company estimate) .
- No related party transactions since Jan 1, 2023, supporting governance cleanliness .
Board Governance (context)
- Compensation Committee comprises independent directors; uses Pearl Meyer, with annual independence checks; authority to delegate non-exec grants; oversees compliance with SEC/Nasdaq disclosures .
- Say-on-pay introduced in 2025; Board recommends annual frequency .
Investment Implications
- Alignment: Options-centric long-term incentives, clawback adoption, and hedging prohibitions signal alignment and discipline; plan-level CIC acceleration reduces retention risk around strategic events for optionholders like the CFO .
- Retention risk: Cobourn’s >7-year tenure as CFO and continued leadership in capital markets reduce near-term transition risk; however, the need for a reverse split and multi-year losses heighten execution pressure to deliver clinical milestones (NC410, LNCB74) and BD outcomes embedded in incentive metrics .
- Trading signals: Individual CFO Form 4 activity is not disclosed in the proxy set; with hedging constrained and ownership not itemized, near-term insider selling pressure assessment is inconclusive based on available documents . Focus should remain on upcoming clinical milestones, financing cadence, and reverse-split dynamics as primary stock drivers .
Peer group benchmarking (2024) spans small-cap clinical-stage oncology/immunology names, indicating compensation targets are set against comparable risk profiles (e.g., Adicet Bio, Immuneering, Kezar, Xilio) .
References: