NexGel (NASDAQ: NXGL) sets new CEO salary, bonus and option terms
Rhea-AI Filing Summary
NexGel, Inc. entered into a new Executive Employment Agreement with President and CEO Adam Levy, effective July 23, 2026, replacing his prior contract. The agreement provides a $375,000 annual base salary and potential 2026 cash bonuses, including up to $25,000 discretionary and additional tiers tied to EBITDA targets of $4 million, $6 million, and $8 million, equal to 10%, 30% or 50% of base salary.
Levy received stock options for 160,000 shares at an exercise price of $0.647 per share, with a five-year term and time-based vesting, subject to full acceleration upon a Change in Control. The contract provides 12 months of salary continuation, pro-rata target bonus, COBRA reimbursement and equity-vesting acceleration for certain terminations, with enhanced lump-sum and full vesting protection after a Change in Control, plus post-employment non-compete and non-solicitation covenants.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base Salary: $375,000 per year
Discretionary 2026 Bonus Cap: $25,000
EBITDA Bonus Tier 1: $4 million EBITDA and 10% of base salary
+5 more
8 metrics
Base Salary
$375,000 per year
Annual base salary for Adam Levy under the Executive Employment Agreement
Discretionary 2026 Bonus Cap
$25,000
Targeted discretionary cash bonus for fiscal year 2026 based on performance
EBITDA Bonus Tier 1
$4 million EBITDA and 10% of base salary
2026 bonus level if EBITDA reaches at least $4 million
EBITDA Bonus Tier 2
$6 million EBITDA and 30% of base salary
2026 bonus level if EBITDA reaches at least $6 million
EBITDA Bonus Tier 3
$8 million EBITDA and 50% of base salary
2026 bonus level if EBITDA reaches at least $8 million
Option Grant Size
160,000 shares
Stock options to purchase NexGel common stock granted to Adam Levy
Option Exercise Price
$0.647 per share
Per share exercise price of the Levy Option Grant
Severance Period
12 months
Duration of base salary continuation and COBRA reimbursement after qualifying termination
Key Terms
earnings before interest, taxes, depreciation and amortization, incentive stock option, non-qualified stock option, Change in Control, +2 more
6 terms
earnings before interest, taxes, depreciation and amortization financial
"based on the Company’s achievement of specified earnings before interest, taxes, depreciation and amortization"
incentive stock option financial
"To the extent qualifying as an incentive stock option under the Internal Revenue Code"
An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.
non-qualified stock option financial
"the remainder will be treated as a non-qualified stock option"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Change in Control financial
"In the event of a Change in Control of the Company, any unvested portion"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
non-competition regulatory
"contains customary non-competition, non-solicitation, confidentiality and assignment of inventions provisions"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of Adam Levy’s new employment agreement with NexGel (NXGL)?
Adam Levy’s agreement with NexGel provides a $375,000 base salary, 2026 cash bonus opportunities and 160,000 stock options at $0.647 per share. It also includes defined severance, change-in-control protections, COBRA reimbursement and post-employment non-compete and non-solicitation restrictions.
How much base salary will NexGel (NXGL) pay CEO Adam Levy?
Adam Levy will receive an annual base salary of $375,000 under his new Executive Employment Agreement. This salary forms the basis for his percentage-based EBITDA bonus tiers for fiscal 2026 and also underpins several severance and change-in-control payment calculations outlined in the contract.
What EBITDA targets drive Adam Levy’s 2026 performance bonus at NexGel (NXGL)?
For 2026, Levy can earn EBITDA-based bonuses at $4 million, $6 million and $8 million thresholds. These correspond to payments equal to 10%, 30% or 50% of his base salary, with only one tier payable and amounts pro-rated from April 17, 2026.
What stock options did Adam Levy receive from NexGel (NXGL)?
Levy received 160,000 stock options to purchase NexGel common shares at $0.647 per share with a five-year term. 40,000 options vest on December 31, 2026, and 120,000 vest in 36 monthly installments, with full acceleration upon a Change in Control.
What severance protections does Adam Levy have in his NexGel (NXGL) contract?
If terminated without cause or for good reason, Levy receives 12 months of base salary, pro-rata target bonus, 12 months of COBRA reimbursement and equity vesting through that period. After a Change in Control, he instead receives a lump sum of one times salary plus 100% target bonus and full vesting.
What post-employment restrictions apply to Adam Levy under the NexGel (NXGL) agreement?
Levy is subject to a one-year non-competition restriction in the United States, a one-year post-employment employee non-solicitation covenant and a two-year customer and vendor non-solicitation restriction, along with confidentiality and assignment of inventions obligations customary for senior executives.