Joseph McGuire
About Joseph McGuire
Joseph F. McGuire (age 66) has served as Chief Financial Officer (CFO), principal financial officer, and principal accounting officer of NexGel, Inc. since January 1, 2025 . He holds a B.S. in accounting from the University of Notre Dame and is a CPA; his career spans over 30 years with prior roles at Price Waterhouse, Dean Witter Reynolds, and Paine Webber, plus CFO roles across healthcare, financial services, investment, and manufacturing. Notably, he was part of the team that guided a biotech company to a NYSE IPO in July 2022 . Company context entering his tenure: revenues grew 112.5% year-over-year to $8.688 million in 2024 and gross margin improved to 31.6% from 9.1% in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Price Waterhouse | Certified Public Accountant | Not disclosed | Foundational audit/SEC reporting expertise |
| Dean Witter Reynolds | Management positions | Not disclosed | Capital markets and finance experience |
| Paine Webber, Inc. | Management positions | Not disclosed | Corporate governance and investor relations exposure |
| Various public/private companies | Chief Financial Officer | 30+ years (aggregate) | Led SEC reporting, IR, governance; key role in biotech NYSE IPO (July 2022) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biotech company (unnamed) | Executive team member | 2022 | Guided company through IPO to NYSE listing (July 2022) |
| Dean Witter Reynolds | Management | Not disclosed | Financial services operations and capital markets |
| Paine Webber, Inc. | Management | Not disclosed | Financial services, governance liaison |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary (FY 2025) | $200,000 | Payable per normal payroll practices |
| Target Annual Bonus (FY 2025) | 30% of Base Salary | Based on reasonable target objectives and performance goals set by CEO/Board/Comp Committee in consultation with CFO |
Performance Compensation
| Incentive Type | Metric | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Company and individual performance goals | Target 30% of base; goals determined by CEO/Board/Comp Committee | Not disclosed | Annual determination; no explicit vesting |
Equity Incentives (Options)
| Grant Date | Type | Shares | Exercise Price | Expiration | Vesting Schedule | Acceleration |
|---|---|---|---|---|---|---|
| Jan 2, 2025 | Stock Options under 2019 LTIP (ISO intended) | 100,000 | $3.829 | Not specified (ISO under Plan; option term not stated in McGuire agreement) | 25,000 vest Sep 1, 2025; remaining 75,000 vest monthly over 36 months starting Oct 31, 2025 (2,084 shares per month; 2,060 in month 36 due to rounding) | Unvested portion accelerates and becomes exercisable immediately prior to a Change in Control |
Equity Ownership & Alignment
| Date | Common Shares Owned | Options/Warrants (exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Apr 30, 2025 | 4,082 | 0 (disclosure notes only common shares as of that date) | 4,082 | <1% |
| Record Date for Oct 30, 2025 Special Meeting | 4,082 | Options to purchase 29,168 shares (exercisable or will become exercisable within 60 days) | 33,250 | <1% |
- Hedging/short sales are prohibited under NexGel’s insider trading policy; pledging is not explicitly addressed in the cited policy. No related-party transactions for McGuire are disclosed, and no familial relationships or arrangements in connection with his appointment are noted .
- Stock ownership guidelines: not disclosed.
Employment Terms
| Term | Details |
|---|---|
| Role/Start | CFO; effective January 1, 2025 |
| Agreement Date/Term | Agreement dated Dec 30, 2024; 1-year term starting Jan 1, 2025; at-will employment |
| Reporting | Reports to CEO, Board, and Audit Committee |
| Benefits | Executive benefits comparable to other officers; 3 weeks PTO; expense reimbursement per policy |
| Non-Compete | 1 year, worldwide; prohibits employment/engagement in “Competing Business”; passive holdings ≤5% allowed |
| Non-Solicit | Employees: 1 year post-separation; Customers/clients/suppliers/investors/vendors/consultants: 2 years; worldwide scope |
| Change-in-Control (CIC) Severance | If terminated without Cause or resigns for Good Reason during CIC window or termination is a condition of CIC: lump sum equal to 1x base salary plus 100% of target bonus; COBRA-related payments/medical benefits for up to 12 months (“Continuation Period”) |
| Termination (non-CIC) | For any reason (other than CIC benefits): payment of accrued base salary, unused PTO, and reimbursable expenses; equity vesting ceases at termination |
| Good Reason (CIC context) | Material diminution of duties; material base pay reduction (unless broad cost program not disproportionately affecting CFO); relocation >50 miles; or duties materially inconsistent with CFO role |
| Cause | Fraud, felony, material breach, willful misconduct injurious to Company, fiduciary duty violation causing injury, or willful/material securities law/noncompliance violations |
| 409A | Agreement intended to comply with short-term deferral and Section 409A rules; “specified employee” 6-month delay where applicable |
| Governing Law & Venue | New York; parties consent to NY jurisdiction/venue |
Performance & Track Record
| Metric | 2024 | 2023 |
|---|---|---|
| Revenues, net ($ thousands) | $8,688 | $4,089 |
| Gross margin (%) | 31.6% | 9.1% |
| Loss from operations ($ thousands) | $(3,554) | $(3,477) |
- McGuire’s external track record includes guiding a biotech to a July 2022 NYSE IPO, plus deep public company finance, SEC reporting, IR, governance, and audit liaison experience .
- Company compensation governance includes an adopted clawback policy for Section 16 officers, requiring recovery of erroneously awarded incentive-based compensation following qualifying restatements with a three-fiscal-year lookback, consistent with Nasdaq/SEC rules .
Compensation Structure Analysis
- Shift to time-based options (no disclosed RSUs/PSUs for McGuire) with front-loaded 25,000 vesting on Sep 1, 2025, then monthly vesting through Oct 2028 supports retention across a multi-year period .
- CIC protection is moderate (1x base + 100% target bonus) and requires termination without Cause or for Good Reason within the CIC window or if termination is a condition of CIC—reducing “single-trigger” risk and aligning with governance best practices .
- Clawback policy presence strengthens pay-for-performance safeguards and investor alignment for incentive-based compensation .
- No tax gross-ups disclosed; severance outside CIC is not provided, which limits guaranteed compensation and may increase reliance on equity incentives .
Related Party Transactions and Red Flags
- No transactions involving McGuire requiring Item 404(a) disclosure; no family relationships or appointment arrangements; hedging/short sales prohibited by policy .
- No evidence of pledging, repricing of underwater options, or tax gross-ups in the cited documents .
- Insider Forms 4 were not reviewed here; beneficial ownership is captured via proxy disclosures (Apr 30, 2025 and Oct 30, 2025) .
Investment Implications
- Retention risk appears mitigated by a structured vesting schedule (first tranche Sep 1, 2025, then steady monthly vesting through 2028), encouraging continuity in the finance function during NexGel’s growth and integration across consumer brands .
- Alignment: McGuire’s equity position is primarily in options (beneficial ownership <1% based on proxies), with governance protections including a clawback and hedging prohibitions .
- CIC severance design is balanced (termination plus CIC window required), limiting windfalls and aligning with shareholder interests .
- Company fundamentals showed strong 2024 revenue growth and margin expansion ahead of McGuire’s start; continued execution and option vesting cadence could reduce turnover risk in the finance seat while keeping compensation at risk and performance-linked .