New Celcuity (NASDAQ: CELC) director joins key board committees
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Celcuity Inc. expanded its Board of Directors from seven to eight members and appointed Charles (Chip) R. Romp as a new independent director, effective February 11, 2026. His term runs through the Company’s 2026 Annual Meeting of Stockholders and the election of his successor, or earlier departure.
On May 14, 2026, Mr. Romp was also appointed to the Board’s Compensation Committee and Nominating and Corporate Governance Committee. As a non-employee director, he is eligible for an annual cash retainer of $70,000 and an annual equity award with a fair market value of $135,000. Upon joining the Board, he received a pro-rated grant of 215 shares of restricted stock that vested in full on April 30, 2026.
The Board determined that Mr. Romp is an independent director under Nasdaq and SEC rules, and the Company states there are no related-party relationships or arrangements that must be disclosed for his appointment.
Positive
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Negative
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Board size after change: 8 directors
Annual cash retainer: $70,000
Annual equity award value: $135,000
+4 more
7 metrics
Board size after change
8 directors
Board increased from seven to eight members on February 11, 2026
Annual cash retainer
$70,000
Non-employee director cash retainer, payable quarterly
Annual equity award value
$135,000
Non-employee director equity compensation fair market value
Initial restricted stock grant
215 shares
Pro-rated annual grant to Charles Romp upon appointment
Initial appointment date
February 11, 2026
Date Charles Romp became a director
Committee appointment date
May 14, 2026
Date Romp joined Compensation and N&CG Committees
Vesting date of grant
April 30, 2026
Restricted stock granted to Romp vested in full
Key Terms
independent director, non-employee director compensation program, restricted stock, Nominating and Corporate Governance Committee, +1 more
5 terms
independent director regulatory
"The Board determined that Mr. Romp qualifies as an independent director pursuant to the listing standards of The Nasdaq Stock Market LLC"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
non-employee director compensation program financial
"Mr. Romp will receive compensation for his service in accordance with the Company’s non-employee director compensation program"
restricted stock financial
"the Company granted Mr. Romp a pro-rated annual grant of 215 shares of restricted stock under the Company’s 2017 Stock Incentive Plan"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Nominating and Corporate Governance Committee regulatory
"upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “N&CG Committee”)"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Item 404(a) of Regulation S-K regulatory
"There are no relationships or related transactions ... that would be required to be reported under Item 404(a) of Regulation S-K."
FAQ
What change did Celcuity (CELC) make to its Board of Directors?
Celcuity increased its Board size from seven to eight directors and appointed Charles (Chip) R. Romp as a new independent director. His term extends through the 2026 Annual Meeting and the election of his successor, or earlier departure.
When was Charles (Chip) R. Romp appointed to the Celcuity (CELC) Board?
Charles (Chip) R. Romp was appointed to Celcuity’s Board of Directors effective February 11, 2026. This followed a Board vote based on a recommendation from the Nominating and Corporate Governance Committee of the Board.
What compensation does Celcuity (CELC) provide its non-employee directors?
Celcuity’s non-employee director program currently provides a $70,000 annual cash retainer, paid quarterly, and an annual equity award valued at $135,000. The equity can be restricted stock, stock options, or a combination, at the director’s election.
What initial equity award did Celcuity grant to Charles Romp?
Upon joining the Board, Celcuity granted Charles Romp a pro-rated annual award of 215 shares of restricted stock under its 2017 Stock Incentive Plan. These restricted shares vested in full on April 30, 2026, aligning with the program terms.
Is Charles Romp considered an independent director at Celcuity (CELC)?
Yes, Celcuity’s Board determined that Charles Romp qualifies as an independent director under Nasdaq listing standards and SEC rules. The company also states there are no related-party relationships requiring disclosure under Item 404(a) of Regulation S-K.
Which Celcuity (CELC) Board committees does Charles Romp serve on?
On May 14, 2026, Charles Romp was appointed to Celcuity’s Compensation Committee and its Nominating and Corporate Governance Committee. These committee roles are effective immediately from that date, expanding his governance responsibilities.