Udayan Guha
About Udayan Guha
Udayan Guha, M.D., Ph.D., is Chief Medical Officer of NextCure, Inc. (since February 2025) and previously served as Senior Vice President, Clinical & Translational Development (March 2023–February 2025). He is 53 and a physician-scientist with 15+ years of clinical development experience spanning academia (NCI/NIH), pharma (Bristol Myers Squibb), and biotech (TCR2 Therapeutics), with expertise in targeted therapy, immunotherapy, and cellular therapy; education includes MBBS (AIIMS, New Delhi), Ph.D. in Neuroscience (Albert Einstein College of Medicine), Internal Medicine residency (Jacobi Medical Center), and Oncology fellowship with postdoctoral research at MSKCC under Nobel Laureate Harold Varmus .
No executive-specific TSR or company revenue/EBITDA growth metrics tied to his tenure are disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TCR2 Therapeutics (now part of Adaptimmune) | VP, Head of Clinical Development | — | Led clinical development programs in cellular therapy; expanded first-in-class initiatives |
| Bristol Myers Squibb | Clinical Lead, Early Clinical Development | — | Led several first-in-class, first-in-human immunotherapy studies |
| National Cancer Institute (NCI), NIH | Investigator | — | Bench-to-bedside targeted therapy program in lung cancer; research on tumor heterogeneity and resistance to EGFR TKIs; initiated in-patient hospice and rapid/warm autopsy study to interrogate heterogeneity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in NextCure’s proxy for Guha | — | — | — |
Fixed Compensation
No Guha-specific base salary or target bonus are disclosed in the 2025 proxy. Context: NextCure’s NEOs (2024) were governed by employment agreements with base salary and target bonus determined annually; 2024 target cash incentive percentages were 50% for CEO and 40% for other listed executives, with payouts based on corporate objectives .
Performance Compensation
| Metric Category | Weighting (%) | 2024 Achievement (%) | Payout Determination | Notes |
|---|---|---|---|---|
| NC410 & LNCB74 (pre-clinical/clinical) | 60% | 100% | Overall payout at 81.25% of target for NEOs | Company-level objectives set by Compensation Committee |
| Other program progress | 5% | 100% | Included in 81.25% target payout | — |
| Business development & financial targets | 25% | 25% | Included in 81.25% target payout | — |
| Human resources | 10% | 100% | Included in 81.25% target payout | — |
| Equity Award Type | Grant Timing | Vesting | Quantity Example (2024 NEOs) |
|---|---|---|---|
| Stock options (annual grants) | January 2024 | 25% at first anniversary; remainder monthly over 36 months | CEO: 305,500; others: 117,375 options |
| Stock options (additional grants tied to pipeline reprioritization) | March 2024 | 100% at first anniversary | CEO: 244,400; others: 93,900 options |
Note: Guha was not an NEO in 2024; his specific incentive metrics and equity grants are not disclosed .
Equity Ownership & Alignment
- Beneficial ownership tables in the 2025 proxy list directors and certain executive officers; Guha’s individual beneficial ownership is not disclosed in those tables .
- Trading Compliance Policy prohibits hedging or monetization transactions in Company stock without advance approval, strengthening alignment; the Company adopted a Dodd-Frank-compliant clawback policy in 2023 applicable to incentive-based compensation received on or after October 2, 2023 .
Employment Terms
Guha’s employment agreement terms are not disclosed. Context from listed executive agreements (CEO/CSO/COO) shows double-trigger change-in-control economics and severance structure:
| Component | Standard Termination (without Cause/by executive for Good Reason) | Change-in-Control Window Enhancement | Applies To |
|---|---|---|---|
| Cash severance | 12 months base salary (CEO); 9 months (CSO/COO) | 18 months (CEO); 12 months (CSO/COO) if termination occurs within 3 months prior to or 12 months following a Change in Control | CEO, CSO, COO |
| Health benefits | Up to 12 months (CEO); 9 months (CSO/COO) | Up to 18 months (CEO); 12 months (CSO/COO) in CIC window | CEO, CSO, COO |
Note: Prior CMO (Dr. Myint) received separation consistent with a termination without cause (cash equal to 9 months base salary plus health coverage continuation), illustrating policy execution; not specific to Guha .
Performance & Track Record
- Program milestones under Guha’s clinical leadership include first patient dosed in LNCB74 (B7-H4 ADC) Phase 1 (January 10, 2025); Guha emphasized establishing safety, tolerability, and preliminary anti-tumor activity, following FDA IND clearance in December 2024 .
- Company-wide 2024 objective achievement was mixed: 100% for program progress (NC410/LNCB74/other programs) and HR goals, but 25% for BD/financial targets; NEO cash incentives paid at 81.25% of target, indicating disciplined linkage to operating deliverables .
Board Governance (Context)
- Compensation Committee (2024) comprised independent directors and used independent consultant Pearl Meyer; committee oversees executive compensation, structure and equity awards .
- Say-on-Pay (2025): Approved with 11,316,309 For, 421,792 Against, 14,006 Abstain; frequency set to annual .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Advisory vote to approve executive compensation (2025) | For: 11,316,309; Against: 421,792; Abstain: 14,006; Broker non-votes: 8,450,029 |
| Advisory vote on frequency | 1 Year: 11,664,330; 2 Years: 2,631; 3 Years: 43,161; Abstain: 41,985; Broker non-votes: 8,450,029 |
Risk Indicators & Red Flags
- Hedging prohibited without approval; strengthens alignment and reduces misaligned hedging risk .
- Clawback policy (2023) adopted in line with Nasdaq Section 954 requirements; supports recoupment on restatement-triggered erroneous incentive pay .
- No pledging policy disclosure identified; no Guha-specific Form 4 insider trading activity disclosed in the proxy and 8-Ks reviewed .
Investment Implications
- Compensation alignment: While Guha’s individual compensation details are not disclosed, NextCure’s programmatic use of weighted corporate objectives and disciplined payout at 81.25% of target suggests pay-for-performance rigor; Guha’s leadership over LNCB74 milestones indicates execution momentum in clinical development .
- Retention risk: Absent disclosure of Guha-specific severance/CIC terms, visibility into retention economics is limited; Company policies for other executives indicate double-trigger CIC and standard severance, which typically mitigate abrupt departure risk .
- Trading signals: Strong say-on-pay approval and clawback/hedging policies point to governance credibility; lack of disclosed pledging reduces misalignment concerns, but absence of Guha ownership disclosure limits skin-in-the-game assessment .
- Execution risk: 2024 underperformance in BD/financial targets (25% achievement) highlights financing/partnering sensitivity; Guha’s clinical stewardship will be critical to value creation through successful trial execution for LNCB74 and other programs .