Jerome Zeldis
About Jerome B. Zeldis
Dr. Jerome B. Zeldis, M.D., Ph.D., is a non-employee, independent director of NexGel (NXGL) who has served since April 1, 2020. He is 75 years old, with deep biotech leadership experience (Celgene CMO; Sorrento Therapeutics CMO/President of Clinical Research) and extensive academic credentials: AB/MS from Brown, and MPhil/MD/PhD in Molecular Biophysics & Biochemistry from Yale; medical training at UCLA and Harvard/MGH; and faculty roles at Harvard, UC Davis, Cornell, and Robert Wood Johnson Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation (NASDAQ: CELG) | Chief Medical Officer and other responsibilities | Feb 1997 – Jun 2016 | Led drug safety/clinical oversight |
| Sorrento Therapeutics | Chief Medical Officer; President of Clinical Research (Drug Safety, Quality, Regulatory) | 2016 – Mar 2019 | Clinical leadership and regulatory oversight |
| NexImmune (NASDAQ: NEXI) | Executive Vice President, R&D | Jan 2021 – Mar 2023 | R&D executive |
| ViralClear Pharmaceuticals (BioSig subsidiary) | Executive Chair | Apr 2020 – Oct 2021 | Board/executive oversight |
| BioSig Technologies (NASDAQ: BSGM) | Director | May 2019 – Oct 2021 | Board service |
| Academic appointments | Faculty positions (Harvard, UC Davis, Cornell, RWJ) | Various | Clinical and academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Soligenix, Inc. | Director | Since Jun 2011 | Public company board service |
| PTC Therapeutics, Inc. | Director | Since Jun 2011 | Public company board service |
Board Governance
- Independence: The Board determined Dr. Zeldis is independent under NASDAQ rules .
- Attendance: No director attended fewer than 75% of Board/committee meetings in 2024; the Board held six meetings (five unanimous consents) in 2024 and eight meetings in 2023 .
- Committee roles (as of Apr 30, 2025): Chair, Nominating & Corporate Governance; not on Audit or Compensation .
| Committee | Role | Citation |
|---|---|---|
| Audit Committee | Not a member | |
| Compensation Committee | Not a member | |
| Nominating & Corporate Governance | Chair |
Fixed Compensation
- NexGel’s proxies disclose no cash retainers, meeting fees, or stock awards for non-employee directors in 2023 and 2024; compensation consisted of option grants only .
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | $0 | No cash fees reported |
| Meeting fees | $0 | $0 | Not used |
| Stock awards (RSUs) | $0 | $0 | None disclosed |
Performance Compensation
- Director equity is time-vested options; no director performance metrics (revenue/EBITDA/TSR) are disclosed for director pay .
- Anti-repricing: Option/SAR repricing prohibited without shareholder approval under the equity plan .
| Grant Year | Award Type | Shares | Exercise Price | Grant Date | Fair Value | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2023 | Stock options | 15,000 | $2.05/share | Aug 17, 2023 | $30,750 | 3,750 vested 9/30/2023; 1,250 monthly Oct 2023–Jun 2024 |
| 2024 | Stock options | 25,000 | $2.72/share | Sep 13, 2024 | $67,875 | 6,250 vested 9/30/2024; 2,084 monthly Oct 2024–Jun 2025 (2,078 on 6/30 rounding) |
Other Directorships & Interlocks
| Company | Relationship to NXGL | Potential Interlock/Conflict |
|---|---|---|
| Soligenix, Inc.; PTC Therapeutics, Inc. | Unrelated biotech/pharma | No related-party transactions with NXGL disclosed involving Dr. Zeldis |
- Related party oversight resides with the Audit Committee; policy requires pre-approval and market terms; no RPTs involving Dr. Zeldis are disclosed. Note: Other directors/executives participated in company unit offerings in 2024 (aggregate amounts disclosed) but individuals are not detailed; this signals insider alignment rather than conflict .
Expertise & Qualifications
- Biotech and medical devices expertise, clinical development leadership, and regulatory experience; advanced scientific and medical training with multiple academic appointments; Board chair experience for governance .
- Chair of Nominating & Corporate Governance committee—responsible for board composition, evaluations, governance guidelines, and succession planning .
Equity Ownership
- Beneficial ownership reflects direct common shares plus options/warrants exercisable or becoming exercisable within 60 days of the record date.
| Metric | Apr 22, 2025 Record Date | Oct 20, 2025 Record Date |
|---|---|---|
| Common shares | 106,664 | 106,664 |
| Options exercisable/within 60 days | 68,572 | 81,072 |
| Warrants exercisable | 16,342 | 16,342 |
| Beneficial ownership % | 2.48% (of 7,654,037 shares) | 2.48% (of 8,142,766 shares) |
- Insider trading policy prohibits short sales and hedging/monetization transactions for directors and employees .
- Section 16 compliance: Company reports timely filings by officers/directors for FY2024 and FY2023 .
- No pledging of shares disclosed; no director ownership guidelines disclosed in filings.
Governance Assessment
- Board effectiveness: Independent director; chairs Nominating & Governance; disclosed strong attendance—positive for oversight quality .
- Alignment: Compensation is entirely equity-based options with time-based vesting; no cash retainers—moderate alignment with shareholder outcomes; anti-repricing guardrails in plan—shareholder-friendly .
- Conflicts: No related-party transactions involving Dr. Zeldis disclosed; Audit Committee oversees RPTs with a formal policy—low conflict risk .
- Risk indicators: Anti-hedging/short sale policy; Section 16 compliance; no legal proceedings disclosed for directors—no evident red flags .
- Dilution context: Board unanimously recommended a large authorized share increase, which may pressure stock price via dilution if issued; governance discretion retained by Board—investors should monitor capital issuance discipline (company-level, not director-specific) .
Overall, Dr. Zeldis presents strong governance credentials and independence, with equity-centric compensation and robust committee leadership. No director-specific conflicts or red flags are disclosed in NXGL’s filings.