Nachum Stein
About Nachum Stein
Independent director at NexGel, Inc. since September 10, 2019; managing partner of HSI Partnership and Chairman/CEO of American European Group (AEG). He previously served as Co‑Chairman of Coleman Cable Co., a public company sold in 2014 for >$700M; age was disclosed as 72 in the FY2020 10‑K (as of Dec 31, 2020) . The board has determined Stein is independent under Nasdaq rules . Biography emphasizes 40+ years of business experience and scaling companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coleman Cable Co. (public) | Co‑Chairman of the Board | Until sale in 2014 | Led governance at a public company sold for >$700M |
| American European Group (AEG, private insurance holding co.) | Founder (1987), Chairman & CEO | 1987–present | Majority family-owned; operating and strategic leadership |
| HSI Partnership | Managing Partner | Ongoing | Industrial & real estate investment family partnership |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| American European Group (AEG) | Private | Chairman & CEO | Founded 1987; majority family-owned |
| HSI Partnership | Private | Managing Partner | Industrial and real estate investments |
| Beth Jacob of Boro Park | Non-profit | Former Chair of Board | Largest Jewish community school for girls (U.S.) |
| Machon Bais Yakov Hilda Birn HS | Non-profit | Former Board member | Community education governance |
| Agudath Israel of America | Non-profit | Board of Trustees member | Community philanthropy engagement |
Board Governance
| Year | Audit Committee | Compensation Committee | Nominating & Corporate Governance | Independence | Attendance |
|---|---|---|---|---|---|
| 2024 | Member | Chairperson | — | Independent under Nasdaq rules | No director <75% of meetings |
| 2025 | Member | Chairperson | — (committee chaired by Dr. Zeldis) | Independent under Nasdaq rules | No director <75% of meetings (2024) |
- Board held 6 meetings and 5 actions by unanimous written consent in 2024 .
- Audit Committee functions include selection/oversight of auditors, risk, related-party reviews, and pre-approvals .
- Compensation Committee oversees executive and director pay, incentive plans, and compensation philosophy .
Fixed Compensation
| Year | Cash Retainer (Fees earned) | Stock Awards | Meeting/Chair Fees | Total Cash |
|---|---|---|---|---|
| 2023 | $0 | $0 | Not disclosed | $0 |
| 2024 | $0 | $0 | Not disclosed | $0 |
Stein’s director compensation in 2023–2024 was equity‑only via stock options; no cash fees were paid .
Performance Compensation
| Year | Grant Date | Award Type | Shares | Exercise Price | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2023 | Aug 17, 2023 | Stock Option | 15,000 | $2.05/share | $30,750 | 3,750 vested 9/30/2023; 1,250 monthly on last day of each month over 9 months beginning 10/31/2023 |
| 2024 | Sept 13, 2024 | Stock Option | 25,000 | $2.72/share | $67,875 | 6,250 vested 9/30/2024; 2,084 monthly at month-end over 9 months starting 10/31/2024; 2,078 on 6/30/2025 due to rounding |
- FY2025 intent: 25,000 options to each non‑employee director vesting monthly until the 2026 annual meeting (exercise price set at grant) .
- Change-in-control is defined in the equity plan; acceleration terms apply per plan (example cited for a 2025 director appointee) .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Notes |
|---|---|---|---|
| Coleman Cable Co. | Prior public | Co‑Chairman | Public company oversight until 2014 sale |
| AEG (American European Group) | Private | Chairman & CEO | Insurance sector; no NXGL transaction disclosed |
| HSI Partnership | Private | Managing Partner | Investments; no NXGL transaction disclosed |
Expertise & Qualifications
- 40+ years of business experience; expertise in growing/scaling businesses .
- Leadership across industrial, real estate, and insurance sectors .
- Board‑level experience at a public company (Coleman Cable Co.) through sale .
Equity Ownership
| Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Apr 29, 2024 | 653,199 | 10.49% |
| Apr 30, 2025 | 645,856 | 8.24% |
| Record Date (Oct 2025) | 658,954 | 7.90% |
Breakdown (as of Apr 30, 2025):
| Component | Shares |
|---|---|
| Common Stock | 461,456 |
| Options (exercisable within 60 days) | 140,083 |
| Warrants (currently exercisable) | 44,317 |
- Applicable denominator: 7,654,037 shares outstanding as of Apr 30, 2025 .
Insider Trades
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| Nov 22, 2024 | Nov 20, 2024 | Open market purchase | Common Stock | 3,636 | $2.75 | 471,456 shares [Form 4 “securitiesOwned”] | |
| Jun 27, 2025 | Jun 25, 2025 | Award (grant) | Stock Option (Right to Buy) | 30,000 | $2.32 | 30,000 options [Form 4 “securitiesOwned”] |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee and serves on Audit Committee, providing oversight of pay, internal controls, and related‑party reviews .
- Strong engagement: no incumbent director attended fewer than 75% of board/committee meetings in 2024 .
- Material ownership (7.90–10.49% over 2024–2025), aligning interests; incremental open‑market buying in Nov 2024 supports alignment .
-
Watch items / potential conflicts
- Board participation in company financings: directors and executives purchased units in offerings in Feb, Aug, and Nov 2024; Audit Committee reviews related‑party transactions, but individual amounts by director were not itemized in the proxy .
- Heavy equity option mix for director compensation (no cash retainers) may tilt incentives toward stock price outcomes rather than meeting‑based service; however, this is common in microcaps and explicitly overseen by the Compensation Committee .
- Authorized share increase proposal (Oct 2025) signals potential dilution risk to all shareholders (not Stein‑specific) if implemented; board acknowledges perception of dilution pressure .
No material legal proceedings affecting directors’ integrity disclosed; independence confirmed; related‑party transaction policy and Audit Committee oversight explicitly described .
Appendix References
- Committee membership and independence:
- Biography/background:
- Director compensation tables and vesting:
- Beneficial ownership and breakdown:
- Annual meeting vote outcomes: 2024 and 2025 director elections approved
- Equity plan and change‑in‑control definition:
- Authorized share increase special meeting: