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Proxy Statement to a Term of Three Years Each, Or Until Their Successors Have Been Elected and Qualified; and 2

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Proxy Statement to a Term of Three Years Each, Or Until Their Successors Have Been Elected and Qualified; and 2 MESSAGE FROM OUR CHAIRMAN AND OUR CEO Dear Stockholders: We are pleased to invite you to join us for the 2020 significant experience in the life sciences industry, Annual Meeting of Stockholders of NextCure, Inc., to serve as Class I directors for three-year terms our first as a public company, to be held on ending in 2023. Beginning on page 6, you will find Thursday, June 11, at 10 a.m. Eastern Time, detailed information about the qualifications of virtually over the internet at both our director nominees and our continuing www.virtualshareholdermeeting.com/NXTC2020, directors, who we believe are a strong group to during which time you will be able to vote your represent your interests. Our Board of Directors is shares electronically and submit questions. committed to governance practices that are appropriately tailored to our business and to 2019 was a transformative one for our company. guiding NextCure to deliver on our commitment to We reported positive initial clinical data from the discovering and developing novel, first-in-class Phase 1 portion of our Phase 1/2 clinical trial of our immunomedicines to treat cancer and other lead product candidate, NC318, and initiated the immune-related diseases by restoring normal Phase 2 portion of that trial. We successfully immune function. completed our initial public offering and a follow-on offering, raising an aggregate of We extend our gratitude to Tim Shannon, who left $258.5 million. In addition, in connection with our the Board of Directors in March after more than initial public offering, we adopted a four years of service, for his invaluable comprehensive suite of public company contributions to our early growth and direction. governance documents and processes designed In addition to the election of directors, as to foster good governance, sound disclosure, and discussed beginning on page 6, we are also legal compliance. We also expanded the asking stockholders to ratify our audit committee’s NextCure team with talented and experienced selection of Ernst & Young LLP as our profesionals from the industry. independent registered public accounting firm for As we write this message, the world and our the year ending December 31, 2020. industry continue to grapple with the ongoing On behalf of the Board of Directors and the impacts of the COVID-19 pandemic. As we NextCure team, we would like to thank you for announced in April, we are working closely with your continued support. We look forward to your our clinical partners and taking the steps participation at the Annual Meeting. necessary to adjust protocols and timelines for our clinical trials. We remain committed to the patients Sincerely, in our ongoing Phase 1/2 NC318 clinical trial and to building a sustainable portfolio of first-in-class immunomedicines in the face of the pandemic. We will be prepared to initiate the Phase 1/2 clinical trial for our second product candidate, NC410, as soon as possible in the current environment. 14APR202008523035 David Kabakoff, Ph.D. At the 2020 Annual Meeting, we will be asking you Chairman of the Board to elect three nominees, all of whom have 14APR202008531534 Michael Richman President & Chief Executive Officer April 27, 2020 13FEB201910484885 NextCure, Inc. 9000 Virginia Manor Road, Suite 200 Beltsville, Maryland 20705 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Date:June 11, 2020 Record Date: April 16, 2020 Time:10:00 a.m. ET Attendance: www.virtualshareholdermeeting.com/NXTC2020 To the Stockholders of NextCure, Inc.: We will hold the 2020 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’) of NextCure, Inc. (the ‘‘Company,’’ ‘‘NextCure,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’) on June 11, 2020 at 10:00 a.m. Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visiting www.virtualshareholdermeeting.com/ NXTC2020 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials (the ‘‘Notice’’), your proxy card (the ‘‘Proxy Card’’), or the voting instructions that accompanied the proxy materials (the ‘‘Proxy Materials’’). Items of Business: 1. to elect as directors the three nominees named in the accompanying Proxy Statement to a term of three years each, or until their successors have been elected and qualified; and 2. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020. These matters are more fully described in the proxy statement accompanying this notice (the ‘‘Proxy Statement’’). In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. We are pleased to take advantage of Securities and Exchange Commission (‘‘SEC’’) rules that allow us to furnish our Proxy Materials, consisting of this Notice of Annual Meeting, the Proxy Statement, and a Proxy Card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the ‘‘2019 Annual Report’’) via the Internet. On April 27, 2020, we mailed to stockholders as of the record date the Notice, which contains instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail or telephone. The Notice also contains instructions on how to request a paper copy of our Proxy Materials and the 2019 Annual Report. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials. Your vote is important. Whether or not you expect to participate in the Annual Meeting, the Board of Directors (the ‘‘Board’’) encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly. By Order of the Board of Directors, 14APR202008531534 Michael Richman President & Chief Executive Officer April 27, 2020 TABLE OF CONTENTS Proxy Statement Summary ................................................. 1 NextCure at a Glance .................................................. 1 Overview of Proposals ................................................. 1 Important Notice Regarding Internet Availability of Proxy Materials .................. 2 Important Information about the Annual Meeting and Voting .......................... 3 Attending the Annual Meeting ............................................ 3 Stockholders Entitled to Vote ............................................. 3 Quorum ............................................................ 3 Voting Methods ...................................................... 4 Vote Requirements .................................................... 4 How your Shares will be Voted ........................................... 4 Revocability of Proxies ................................................. 5 Solicitation of Proxies .................................................. 5 Proposal No. 1: Election of Class I Directors ..................................... 6 Overview ........................................................... 6 Director Qualifications .................................................. 6 Stockholder Nominations ................................................ 7 Board Composition .................................................... 7 Nominees and Continuing Directors ........................................ 8 Corporate Governance and our Board of Directors ................................. 17 Board Leadership and Governance Structure ................................. 17 Board Committees .................................................... 18 Meeting Attendance ................................................... 20 Other Governance Matters .............................................. 20 Communications with the Board ........................................... 21 Director Compensation .................................................... 22 Non-Employee Director Compensation Program ............................... 22 Director Compensation Table ............................................. 23 Outstanding Equity Awards for Directors at Fiscal Year-End ....................... 23 Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm . 24 Relationship with Independent Registered Public Accounting Firm ................... 24 Audit Committee Pre-Approval Policies and Procedures .......................... 25 Audit Committee Report ................................................ 26 Executive Officers ........................................................ 27 Executive Compensation ................................................... 29 Summary Compensation Table ........................................... 29 Elements of NEO Compensation .......................................... 29 Employment Agreements and Potential Payments Upon Termination or Change in Control . 31 Outstanding Equity Awards at Fiscal Year-End ................................ 32 Equity Compensation Plan Information ...................................... 32 Ownership of our Common Stock ............................................. 33 Delinquent Section 16(a) Reports .......................................... 35 Certain Relationships and Related Person Transactions ............................. 36 Policies and Procedures for Related Person Transactions ........................ 36 Related Person Transactions
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