Timothy Mayer
About Timothy Mayer
Timothy Mayer, Ph.D., is Chief Operating Officer (COO) of NextCure, Inc. and has served in this role since October 2019; he is 61 years old as of the 2025 proxy filing . He holds B.S. degrees in microbiology and biochemistry (California Polytechnic State University) and a Ph.D. in microbiology and immunology (Pennsylvania State University College of Medicine), with prior leadership in business development and intellectual property at MacroGenics and an IP specialist background at Banner & Witcoff . Company performance context: NextCure reported no product sales revenue and expects none for the foreseeable future, with net losses of $55.7 million in 2024 and $62.7 million in 2023; cumulative TSR (value of a $100 investment) was $55 in 2024 vs. $81 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextCure, Inc. | COO | Oct 2019–present | Operations leadership through pipeline reprioritizations and clinical progress (NC410, LNCB74) informing incentive metrics |
| NextCure, Inc. | SVP, Corporate Development | Dec 2018–Oct 2019 | Led corporate development ahead of transition to COO |
| NextCure, Inc. | VP, Business Development | Feb 2016–Dec 2018 | Business development leadership establishing partnerships and growth initiatives |
| MacroGenics, Inc. | Senior Director, Intellectual Property | 2009–Feb 2016 | IP strategy supporting oncology biotherapeutics |
| MacroGenics, Inc. | Various roles | 2004–Feb 2016 | Multiple positions in support of R&D and corporate objectives |
| Banner & Witcoff, Ltd. | Technical Specialist (biotech/pharma patents) | 2000–2004 | Patent matters for life sciences clients |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $454,746 |
| Target Bonus (% of Base) | 40% |
| Actual Annual Cash Incentive ($) | $148,000 |
| Actual Annual Cash Incentive (% of Base) | 32.5% (company-wide payout at 81.25% of target; COO target 40%) |
| All Other Compensation ($) | $16,560 (401(k) match up to 3% and insurance premiums) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Determination | Vesting |
|---|---|---|---|---|---|
| NC410 & LNCB74 pre-clinical/clinical progress | 60% | Corporate goals | 100% achieved | Contributed to 81.25% overall payout | N/A (cash) |
| Other program progress | 5% | Corporate goals | 100% achieved | Contributed to 81.25% overall payout | N/A (cash) |
| Business development & financial targets | 25% | Corporate goals | 25% achieved | Reduced overall payout to 81.25% | N/A (cash) |
| Human resources goals | 10% | Corporate goals | 100% achieved | Contributed to 81.25% overall payout | N/A (cash) |
Equity incentives (stock options) granted in 2024:
- January 2024 annual grant: 117,375 options; standard vesting 25% at first anniversary then 1/36 monthly thereafter . The award appears with strike $1.22 and expiration 1/30/2034 in the outstanding table .
- March 2024 additional grant (pipeline reprioritization): 93,900 options; 100% vest on first anniversary . The award appears with strike $2.23 and expiration 3/28/2034 in the outstanding table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 687,739 shares (2.4% of outstanding) |
| Composition of Beneficial Ownership | 13,249 shares owned directly; 674,490 shares issuable upon option exercise within 60 days of April 23, 2025 |
| Hedging Policy | Hedging/monetization transactions are prohibited without advance approval from the COO or General Counsel (company-wide policy) |
| Clawback Policy | Erroneously awarded incentive-based compensation must be recouped following certain financial restatements; applies to compensation received on/after Oct 2, 2023 |
Outstanding stock options detail (as of 12/31/2024):
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 43,565 | — | 0.48 | 8/31/2026 |
| 31,118 | — | 1.21 | 3/14/2027 |
| 24,894 | — | 1.77 | 8/26/2028 |
| 78,418 | — | 7.63 | 12/20/2028 |
| 78,200 | — | 41.76 | 2/27/2030 |
| 93,750 | 6,250 | 12.59 | 3/14/2031 |
| 95,666 | 35,534 | 5.57 | 1/31/2032 |
| 61,875 | 73,125 | 1.55 | 2/27/2033 |
| — | 117,375 | 1.22 | 1/30/2034 |
| — | 93,900 | 2.23 | 3/28/2034 |
Vesting mechanics:
- Standard: 25% after one year; remaining 75% vests 1/36 monthly over three years (continuous service required) .
- 2024 additional grants: 100% at first anniversary (continuous service required) .
- Acceleration protections (2019 Plan): full vesting at least 15 days prior to a Change in Control if awards are not assumed; if awards are assumed, full vesting upon termination without Cause within 12 months post-CIC (double-trigger) .
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement Date | July 2020 (for CEO, CSO, and COO) |
| Severance (no Cause / Good Reason) | 9 months’ base salary + health coverage up to 9 months; increased to 12 months if termination within 3 months prior to or 12 months after a Change in Control (subject to release) |
| Annual Bonus Eligibility | Target percentage of base salary (COO: 40%) set by Compensation Committee |
| CIC Equity Treatment | Plan-level acceleration as described above; not assumed → single-trigger vest; assumed → double-trigger vest on qualifying termination |
| Benefits/Perquisites | Company 401(k) match up to 3% and insurance premiums (included in “All Other Compensation”) |
| Clawback | Nasdaq-compliant recoupment policy (Section 954 Dodd-Frank) |
| Hedging | Prohibited without prior approval; Insider Trading Policy governs directors, officers, employees and household members |
Compensation Context and Peer Benchmarking
- The Compensation Committee (independent members Feigal, Webster, Houston (Chair)) oversees executive pay and engaged Pearl Meyer as independent consultant; Pearl Meyer advised on peer group selection, market analytics, and compensation trends; the Committee determined Pearl Meyer is independent .
- 2024 Peer Group includes Actinium Pharmaceuticals, Adicet Bio, Bolt Biotherapeutics, Candel Therapeutics, Cue Biopharma, Elevation Oncology, GlycoMimetics, Immuneering, Kezar Life Sciences, Kronos Bio, Leap Therapeutics, Protara Therapeutics, Sensei Biotherapeutics, Turnstone Biologics, Viracta Therapeutics, Xilio Therapeutics, and Barinthus Biotherapeutics .
Performance & Track Record Indicators
- Pay vs. Performance: Company average CAP for non-PEO NEOs rose to $734,323 in 2024 (from $619,815 in 2023) while TSR fell to 55 in 2024 (from 81 in 2023) and net losses were $55.7M in 2024 vs. $62.7M in 2023 .
- Operating focus: NextCure remains pre-commercial, expects no product revenue in the foreseeable future, and anticipates ongoing operating losses; cash runway projected into 2H 2026 as of FY2024 10-K .
- Incentive design: 2024 cash incentives were tied primarily to NC410 and LNCB74 progress (60% weighting) with business development/financial targets (25%) and HR goals (10%) driving payout outcomes .
Investment Implications
- Alignment: Mayer’s meaningful beneficial ownership (2.4%) with a large pool of vested and unvested options aligns incentives with equity value creation, and 2024 grants feature service-based vesting with defined schedules; hedging is restricted under company policy, supporting alignment .
- Retention Risk: Standard biotech severance (9–12 months) and plan-level double-trigger CIC protection reduce involuntary departure risk; continued vesting on service conditions and CIC acceleration mitigate retention concerns, but pre-commercial status and BD/financial underperformance (25% achievement) indicate execution sensitivity in non-science objectives .
- Trading Signals: 2024 option grants (Jan/March) with expirations in 2034 and varying strikes (notably $1.22 and $2.23) create potential exercise dynamics; given TSR decline in 2024, monitoring Form 4 activity and vesting milestones is prudent for assessing near-term selling pressure, particularly around awards with single-year cliff vesting .
- Governance and Pay Discipline: Independent compensation oversight with Pearl Meyer, existing clawback, and insider trading controls are positives; no disclosure of pledging or stock ownership guidelines in the proxy, which investors should continue to monitor in future filings .