Adam Levy
About Adam Levy
Adam Levy, 62, is Chief Executive Officer and President of NexGel, Inc. since September 10, 2019; he previously served as CFO from December 31, 2019 to June 1, 2021 and joined the Board on September 9, 2021 . Levy’s background includes six years as an investment banker with Cova Capital and prior service as President/CEO of Warlock Records, where he led turnarounds of distressed companies as part of a roll-up strategy . Under his tenure, NexGel’s 2024 revenue grew 112.5% year-over-year to $8.688 million, and gross margin expanded to 31.6% from 9.1% in 2023, reflecting growth in branded consumer products, including Kenkoderm and Silly George acquisitions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NexGel, Inc. | Chief Executive Officer & President | Sep 2019–present | Led pivot toward branded consumer products and white-label; oversaw Kenkoderm (2023) and Silly George (2024) acquisitions . |
| NexGel, Inc. | Chief Financial Officer | Dec 2019–Jun 2021 | Guided early public company finance functions . |
| Cova Capital | Investment Banker | ~2013–2019 (6 years prior to NexGel) | Capital markets experience; M&A/financing expertise . |
| Warlock Records & related companies | President & CEO | 1985–~2013 | Led turnarounds and roll-up strategy in music industry . |
External Roles
No external public-company directorships or committee roles for Adam Levy are disclosed in NexGel’s proxy biographies (focused on NexGel roles and prior operating/finance experience) .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (contract) |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | 375,000 (per 2025 Employment Agreement) |
| Car Allowance ($) | 7,200 | 7,200 | Not specified; employment agreement silent on allowance |
| Cash Bonus Paid ($) | 50,000 | 45,000 | Targeted $25,000 for FY2025 (performance-based) |
Stock awards (time-based grants):
- 2023: 37,037 shares at $1.35 grant-date value, vesting monthly in 2023 (aggregate $50,000) .
- 2024: 22,222 shares at $2.25 grant-date value, vesting monthly May–Dec 2024 (aggregate $50,000) .
- 2025: 26,116 shares at $3.829 grant-date value, vesting in 12 equal monthly installments during 2025 (aggregate $100,000) .
Option awards (service and performance conditions):
- 150,000 stock options granted Jan 2, 2025 at $3.829 strike; 5-year term; vest 37,500 on each of Dec 31, 2025/2026/2027/2028; accelerate upon termination without cause/good reason within vesting period or upon change-in-control (single-trigger) .
Performance Compensation
| Metric/Trigger | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|
| FY2025 Annual Cash Bonus | $25,000 targeted (subject to Board/Comp Committee objectives) | TBD | Paid upon achievement of agreed goals . |
| EBITDA Bonus (two consecutive positive EBITDA quarters through Q1’26) | $50,000 cash + 40,000 RS (stock) | TBD | Stock vests in 4 equal installments every six months over 2 years after earning . |
| Stock Price/Financing Bonus 1 | 3-month avg price ≥$4.50 by Mar 12, 2025 OR ≥$5.50 by day 60 of FY2026; OR equity financing ≥$2.5M at ≥$4.50/$5.50 respectively | TBD | $25,000 cash + 25,000 RS, vest in 6 equal installments every six months over 3 years after earning . |
| Stock Price/Financing Bonus 2 | 3-month avg price ≥$7.50 through day 60 of FY2026 OR equity financing ≥$2.5M at ≥$7.50 | TBD | $50,000 cash + 50,000 RS, vest in 4 equal installments every six months over 2 years after earning . |
Additional notes:
- All equity under the 2019 Long-Term Incentive Plan as amended; repricing of options/SARs prohibited without shareholder approval .
- Company adopted Nasdaq-required clawback policy for erroneously awarded incentive-based compensation (restatement-triggered) .
Equity Ownership & Alignment
Beneficial ownership (including vested/unvested elements and awards exercisable within 60 days):
| As-of Date | Common Shares | Options (≤60 days exercisable) | Warrants (exercisable) | RS/Restricted Stock (vest ≤60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|---|---|
| Apr 30, 2025 | 370,284 | 14,286 | 1,818 | 13,058 | 399,446 | 5.20% |
| Oct 20, 2025 (Record Date for Special Meeting) | 371,692 | 14,286 | 1,818 | 8,708 | 396,504 | 4.85% |
| Oct 30, 2025 (DEF 14A special) | 371,692 | 14,286 | 1,818 | 17,458 | 405,254 | 4.96% |
Policies and practices:
- Hedging and short sales prohibited under insider trading policy; trading windows and pre-clearance for Section 16 insiders apply .
- No pledging disclosures for Levy; no stock ownership guideline disclosures for executives found in filings .
Employment Terms
Key provisions (Adam Levy 2025 Executive Employment Agreement):
- Term: 1 year from Jan 1, 2025; employment at-will; Board intends to evaluate for longer-term agreement .
- Base salary: $375,000; 2025 time-based equity grant valued at $100,000 (26,116 shares; monthly vest over 12 months) .
- Options: 150,000 at $3.829; 5-year term; vesting 37,500 annually (Dec 31, 2025–2028); single-trigger full acceleration upon change-in-control; acceleration upon termination without cause/resignation for good reason within vesting period .
- Severance: Disability—3 months salary + benefits; termination without cause/good reason—during first 6 months: 12 months salary + benefits; after 6 months: “Adjusted Severance Period” equals 12 months less one month for each month elapsed beyond six months (e.g., termination at month 8 → 10 months) .
- Non-compete: 1 year post-employment; non-solicit: 2 years; confidentiality, inventions assignment, non-disparagement provisions .
Board Governance
- Board service: Levy has served as a director since Sept 9, 2021 .
- Chair independence: Steven Glassman is Chair; Board comprises four independent directors per Nasdaq rules (Glassman, Henry, Stein, Zeldis); Levy is not independent given executive role .
- Committees: Levy serves on no Board committees; Audit (Henry—Chair; Glassman; Stein), Compensation (Stein—Chair; Glassman; Henry), Nominating/Governance (Zeldis—Chair; Glassman; Henry); committee charters publicly posted .
- Meeting attendance: No director attended fewer than 75% of meetings in 2024; Board met six times in 2024 .
Dual-role implications:
- Separation of Chair and CEO mitigates concentration of control; independent committees set executive pay and oversight, supporting governance balance .
Director Compensation (context)
Non-employee director compensation:
- 2023: Options valued at $30,750 each (15,000 options at $2.05; vest monthly through mid-2024) .
- 2024/2025 cycle: Options valued at $67,875 each (25,000 options at $2.72; vest monthly Sep 2024–Jun 2025) .
Related-Party Transactions
- 2020 Sport Defense LLC acquisition: Levy and director Nachum Stein were sellers (received 44,197 and 91,072 shares respectively); independent valuation procured; Stein recused; audit committee oversees related-party transactions per charter .
- Insider participation in offerings: Directors and executives participated in several 2024 unit offerings; aggregated insider purchases disclosed without individual breakdown .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting proposals include advisory vote on executive compensation (Board recommends FOR) and frequency (Board recommends every three years) .
Performance & Track Record
- Financial performance: 2024 revenue $8.688 million (+112.5% YoY); gross profit $2.748 million (31.6% margin vs 9.1% prior year); driven by branded consumer products (Silly George, Kenkoderm) and other revenue .
- Liquidity and risk: Company disclosed going concern uncertainty due to operating losses and cash burn; working capital of $2.644 million at year-end 2024; rights offering in Nov 2024 raised ~$2.0 million gross .
- Operational initiatives: Focus on expanding consumer brands, contract manufacturing, and white-label offerings; continued evaluation of strategic initiatives and capital raises .
Compensation Structure Analysis
- Equity-heavy, multi-trigger program: Significant alignment via options and RS grants with explicit EBITDA and stock-price/financing thresholds; single-trigger option acceleration on change-in-control increases deal execution certainty for management .
- Year-over-year mix: Cash salary increased to $375k for 2025; time-based equity increased from $50k (2024) to $100k (2025), indicating greater guaranteed equity while retaining at-risk performance components .
- Clawback policy and repricing safeguards: Nasdaq-compliant clawback adopted; equity plan prohibits repricing without shareholder approval, mitigating shareholder-unfriendly actions .
Vesting Schedules and Insider Selling Pressure
- Time-based equity: 2025 grant vests monthly (26,116 shares), enabling regular liquidity as vesting occurs; actual sale activity not disclosed here; hedging/short sales prohibited .
- Options: Annual vest tranches through 2028 with acceleration features increasing potential realizable value upon transactions .
Equity Authorization and Dilution Risk
- Special Meeting (Nov 26, 2025): Board sought stockholder approval to increase authorized common shares from 25,000,000 to 1,000,000,000; filings highlight potential dilution and anti-takeover implications; certificate of amendment would be filed at Board’s discretion within 12 months .
Investment Implications
- Alignment: Levy’s compensation ties to EBITDA and stock-price/financing milestones, with meaningful equity exposure and single-trigger option acceleration, aligning incentives toward profitability and capital formation .
- Execution risk: Despite revenue and margin gains, going-concern language and material weaknesses in internal controls introduce operational and financial risk; continued reliance on capital markets and Amazon/Shopify channels increases sensitivity to external factors .
- Dilution/overhang: Monthly vesting RS grants and large option overhang through 2028, combined with shareholder-approved massive increase in authorized shares, raise dilution risk; however, plan-level repricing prohibitions and clawbacks provide some governance guardrails .
- Governance: Separation of Chair and CEO, independent committees, and no committee roles for the CEO support governance quality; related-party oversight processes were used in prior transactions .
All information above is sourced from NexGel’s 2025 and 2024 DEF 14A proxy statements, 2025 8-K executive employment agreements, and the 2024 Form 10-K as cited: .