Steven Ciardiello
About Steven A. Ciardiello
Steven A. Ciardiello (age 54) was appointed as a non‑employee director of NEXGEL on July 31, 2025 and serves on the Audit Committee. He is Chief Accounting Officer at Shutterstock (NYSE: SSTK), a CPA with 25+ years in public-company finance, and holds a B.A. in Economics from the University of Illinois . The company disclosed no related‑party transactions with him under Item 404(a) at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork Companies, Inc. | Head of Accounting | Nov 2015 – Nov 2016 | Led accounting during rapid growth |
| AmTrust Financial Services, Inc. | Vice President – Finance | Sep 2014 – Nov 2015 | Oversaw finance in specialty P&C insurance |
| Tower Group International, Ltd. | Managing Vice President – Chief Accounting Officer (prior roles since 2010) | Jul 2010 – Sep 2014 | Advanced across multiple finance roles to CAO |
| Deloitte & Touche LLP; PricewaterhouseCoopers LLP | Public Accounting | ~15 years | Big 4 audit and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shutterstock, Inc. (NYSE: SSTK) | Chief Accounting Officer | Nov 2016 – present | Leads SEC reporting, tax, internal audit, general accounting; led ERP and finance transformation |
Board Governance
- Committee assignments: Member, Audit Committee (appointed upon joining the Board) .
- Chair roles: None disclosed .
- Independence, conflicts, and related-party exposure: Company reported no transactions requiring Item 404(a) disclosure with Ciardiello at appointment . For context, NEXGEL determines director independence per Nasdaq rules; Audit Committee members must be independent (other independent directors noted in the 2025 proxy) .
- Attendance and engagement: For 2024, no incumbent director attended fewer than 75% of Board/committee meetings; Ciardiello joined in 2025 and his attendance has not yet been disclosed .
- Insider trading and hedging: Company policy prohibits short sales and hedging/monetization transactions (e.g., collars, forwards) by directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 (2024) | Non‑employee directors received no cash fees in 2024 |
| Committee/meeting fees | $0 (2024) | No committee or meeting fees disclosed for 2024 |
| Prior year reference | $0 (2023) | Non‑employee directors also had $0 cash fees in 2023; compensation delivered via options |
Performance Compensation
| Grant/Metric | Details |
|---|---|
| 2025 Onboarding Option Grant | 30,000 stock options granted July 31, 2025; exercise price $2.25 (FMV on grant date); vests 2,500 shares monthly over 12 months from July 31, 2025; unvested options accelerate upon Change in Control per plan |
| Director equity framework (context) | In 2024, non‑employee directors received options (25,000 each on Sep 13, 2024; $2.72 strike; FASB ASC 718 value $67,875 per director) indicating equity‑heavy director pay; for 2025, the Board stated intent to grant 25,000 options to each non‑employee director (Ciardiello’s onboarding grant was 30,000) |
| Performance metrics tied to director pay | None disclosed for directors (awards are time‑based options; no TSR/financial KPIs for directors) |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed; Ciardiello is an officer (CAO) at Shutterstock |
Expertise & Qualifications
- CPA; extensive SEC reporting, internal controls (SOX), and audit oversight experience .
- Led ERP implementations and finance transformations at multiple issuers .
- 15 years in Big 4 public accounting (Deloitte & Touche; PwC) .
Equity Ownership
| Metric | Amount | As‑of / Notes |
|---|---|---|
| Total beneficial ownership | 45,109 shares | <1% of outstanding |
| Direct/common shares | 21,739 | As of Oct 20, 2025 record date |
| Options exercisable within 60 days | 12,500 | Portion of 30,000 onboarding grant vesting monthly |
| Warrants (currently exercisable) | 10,870 | As disclosed in beneficial ownership footnote |
| Shares outstanding (context) | 8,142,766 | Record date for Special Meeting (Oct 20, 2025) |
| Pledging | Not disclosed | No pledging disclosed in proxy materials |
| Hedging | Prohibited by policy | Applies to directors; short sales/hedging transactions prohibited |
Governance Assessment
- Positives
- Audit Committee appointment signals focus on financial reporting and controls; no related‑party transactions disclosed at appointment .
- Strong alignment: director pay delivered primarily in equity (options), with no cash retainers or meeting fees in recent years .
- Robust insider-trading policy prohibiting hedging supports alignment with shareholders .
- Watch items / potential red flags
- Option‑only compensation can heighten equity‑price sensitivity; 2025 onboarding grant (30,000) is above the stated 2025 plan intent (25,000), though onboarding grants often differ .
- No attendance record yet available for Ciardiello (joined mid‑2025) .
- Broader capital structure risk: Board sought authorization to increase common shares to up to 1,000,000,000 (potential dilution over time); not director‑specific but relevant to investor confidence .
No say‑on‑pay results or director stock ownership guidelines were disclosed in the available 2025 proxy materials for assessment specific to directors .