NEXGEL, INC. 8-K

What Happened

• NexGel, Inc. announced on April 27, 2026 that its Board appointed Ian Blackman (age 58) as Chief Financial Officer, effective April 27, 2026. Mr. Blackman succeeds interim CFO Adam E. Drapczuk III, who resigned that same day but will continue to provide financial consulting to the company. The filing states Drapczuk’s resignation was not due to any disagreement with the company’s operations, policies or practices.
• The company entered into an Executive Employment Agreement with Mr. Blackman effective April 27, 2026. Blackman is a CPA with 30+ years of finance experience, most recently serving as CFO of McIntosh Group Inc./Bose Luxury (Feb 2018–Sept 2025), and previously holding senior finance roles at luxury brands and Universal Music Group.

Key Details

• Base salary: $250,000 per year.
• Cash bonus for fiscal 2026 (prorated): 10% of base salary if EBITDA ≥ $4M; 30% if EBITDA ≥ $6M; 50% if EBITDA ≥ $8M (only one tier applies). Future bonus structure set by the Compensation Committee.
• Equity grant: options to purchase 160,000 shares under the 2019 Long-Term Incentive Plan (5-year term). Vesting: 40,000 shares on 1st anniversary; remaining 120,000 vests monthly (3,334 shares) over 36 months starting March 31, 2027. Exercise price = Nasdaq closing price on the third business day after company is no longer in possession of material non-public information. Unvested options accelerate on a Change in Control.
• Severance: if terminated without cause or for good reason, severance equals continued base pay for a Severance Period (3, 6 or 12 months depending on timing), pro rata bonus portion (multiplied by 25%, 50% or 100% per period), COBRA reimbursement during Severance Period, and vesting acceleration through the Severance Period. If termination without cause or for good reason occurs within 12 months after a Change in Control, entitlements include a lump sum equal to 1x base salary plus 100% of target annual bonus, 12 months COBRA reimbursement, and full acceleration of unvested equity.
• Post-employment restrictions: customary confidentiality, assignment of inventions, one-year U.S. non-competition, one-year employee non-solicit, and two-year customer/vendor non-solicit.

Why It Matters

• A permanent CFO with extensive luxury and public/private company finance experience replaces the interim finance lead, which can affect financial strategy, reporting and potential transaction execution. Investors should note the specific compensation and incentive structure tying Mr. Blackman’s cash bonus to EBITDA milestones, which aligns pay to near-term profitability targets disclosed in the agreement.
• The 160,000-option grant creates potential future equity dilution depending on exercise and share count; vesting acceleration on a Change in Control and the post-change severance protections are important for assessing potential costs in the event of a sale or leadership change.