NexGel, Inc. Announces CEO Employment Agreement and Option Grant

What Happened
NexGel, Inc. filed an 8-K reporting that on July 23, 2026 it entered into a new Executive Employment Agreement with President and CEO Adam Levy, effective that date, replacing his prior 2025 agreement. The agreement sets Mr. Levy’s base salary at $375,000 per year, provides cash bonus opportunities for fiscal 2026 (including a discretionary bonus and an EBITDA‑based bonus), and includes a grant of options to purchase 160,000 shares at $0.647 per share with a five‑year term. The agreement also details severance and change‑in‑control protections and contains customary post‑employment non‑compete and non‑solicit provisions.

Key Details

• Base salary: $375,000 per year (effective July 23, 2026).
• 2026 bonuses: discretionary targeted cash bonus up to $25,000; EBITDA‑based cash bonus (pro‑rated from April 17, 2026) equal to 10% / 30% / 50% of base salary if EBITDA reaches $4M / $6M / $8M respectively (only one tier applies).
• Equity: option grant for 160,000 shares at $0.647 per share, five‑year term; vesting: 40,000 shares on Dec 31, 2026, then 120,000 shares vesting in 36 monthly installments (~3,334 shares/month) beginning Jan 31, 2027; unvested options accelerate on a Change in Control.
• Severance and protections: 12 months of salary continuation, prorated target bonus for termination without cause or for good reason (plus 12 months COBRA reimbursement and vesting acceleration through that 12‑month period); if termination without cause/for good reason occurs within 12 months after a Change in Control, payout equals 1× base salary plus 100% of target bonus, 12 months COBRA, and full acceleration of unvested equity. Includes 1‑year post‑employment U.S. non‑compete, 1‑year employee non‑solicit, and 2‑year customer/vendor non‑solicit.

Why It Matters
This agreement formalizes compensation and retention terms for NexGel’s CEO, which is relevant to investors because it affects executive incentives, potential cash outflows, and equity dilution. The EBITDA‑linked bonus ties Mr. Levy’s variable pay to company performance metrics, while the 160,000‑share option grant and change‑in‑control acceleration create potential dilution and faster exercisability of equity in certain events. The severance and change‑in‑control protections could lead to cash or equity costs if Mr. Levy departs or the company is acquired; the non‑compete and non‑solicit terms aim to protect NexGel’s business post‑employment.