Steven Glassman
About Steven Glassman
Independent, non-employee Chairperson of NexGel’s Board since March 8, 2021; age 60 as of the April 30, 2025 proxy record date. Career spans finance and operations: currently COO and CFO of Nephila Advisors; previously Chief Management Officer at Nephila Capital (2010–2017) and earlier Merrill Lynch real estate principal investments (1986–2009). Education: BA in Economics, Vanderbilt University; brings finance, auditing, and accounting expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nephila Advisors, LLC (hedge fund) | Chief Operating Officer & Chief Financial Officer; Global Business Initiatives | 2018–present | Finance and operations leadership; capital markets exposure |
| Nephila Capital Ltd. | Chief Management Officer | 2010–2017 | Management oversight in reinsurance-linked strategies |
| Merrill Lynch (NY) | Real Estate Principal Investment Group | 1986–2009 | Principal investing, real assets and capital markets experience |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Nephila Advisors, LLC | COO & CFO | No | Operating role; no other public company directorships disclosed in NXGL proxy |
Board Governance
- Chairperson of the Board; independent director under Nasdaq rules .
- Committee memberships: Audit (member), Compensation (member), Nominating & Corporate Governance (member); chairs are Henry (Audit), Stein (Compensation), Zeldis (Nominating) .
- Board activity and attendance: 2024 Board held 6 meetings plus 5 unanimous consents; no incumbent director attended fewer than 75% of meetings/committees (Glassman met at least the 75% threshold) .
- Board composition and diversity signal: 5 directors; all male; all white; no formal board diversity policy; Board Diversity Matrix shows 0 females/underrepresented minorities .
Fixed Compensation
Director compensation (non-employee) shows no cash retainers or stock awards; equity delivered via options.
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees/retainer | $0 | $0 |
| Stock awards | $0 | $0 |
| Option awards (grant-date fair value) | $30,750 | $67,875 |
| Total | $30,750 | $67,875 |
Performance Compensation
Option grants and vesting details (time-based; no performance metrics disclosed).
| Metric | FY 2023 Grant | FY 2024 Grant |
|---|---|---|
| Grant date | Aug 17, 2023 | Sep 13, 2024 |
| Award type | Non-employee director stock options | Non-employee director stock options |
| Shares granted | 15,000 | 25,000 |
| Exercise price | $2.05/share | $2.72/share |
| Vesting schedule | 3,750 vested Sep 30, 2023; 1,250 monthly for 9 months (Oct 31, 2023–Jun 30, 2024) | 6,250 vested Sep 30, 2024; 2,084 monthly for 9 months (Oct 31, 2024–May 31, 2025) and 2,078 on Jun 30, 2025 (rounding) |
| Grant-date fair value | $30,750 | $67,875 |
| Performance conditions | None disclosed; time-based vesting only |
2025 board intention: future option grants of 25,000 shares to each non-employee director, with monthly vesting until the 2026 annual meeting (exercise price at grant FMV) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | NXGL proxy does not list other public company boards for Glassman . |
Expertise & Qualifications
- Finance/audit/accounting expertise; >30 years business experience .
- Capital markets, risk transfer/reinsurance knowledge via Nephila roles .
- Vanderbilt BA in Economics .
Equity Ownership
Beneficial ownership and alignment (including instruments deemed exercisable within 60 days of record dates).
| Metric | Apr 29, 2024 | Apr 30, 2025 | Oct 20, 2025 (Special Mtg Record Date) |
|---|---|---|---|
| Beneficially owned shares (total) | 170,235 | 226,410 | 240,995 |
| Ownership % of outstanding | 2.73% | 2.93% | 2.93% |
| Direct common shares | n/a | n/a | 156,655 |
| Options exercisable ≤60 days | n/a | n/a | 66,786 |
| Warrants exercisable | n/a | n/a | 15,469 |
| Restricted stock (vested/vesting ≤60 days) | n/a | n/a | 2,085 |
| Hedging/pledging policy | Company prohibits short sales/hedging (zero-cost collars, forwards) for directors under insider trading policy | — | — |
Governance Assessment
- Independence and roles: Glassman is an independent, non-employee Chair, serving on all three key committees, which supports oversight breadth; Audit Committee charter includes related-party review, risk, and control oversight .
- Engagement: Board met frequently in 2024; no directors fell below 75% attendance, indicating baseline engagement .
- Pay mix and alignment: Director compensation is fully equity via options; no cash retainers or meeting fees—an alignment positive for investors, though time-based vesting lacks performance linkage .
- Ownership: Meaningful beneficial stake (~2.9%) including options and warrants; no pledging/hedging allowed by policy, reducing misalignment risk .
- Investor support signals: Strong election support (2,474,498 votes For for Glassman in 2025); executive say-on-pay passed with 2,414,960 For; annual say-on-pay frequency adopted, indicating governance responsiveness .
- Potential red flags:
- Board diversity: No females/underrepresented minorities; no formal diversity policy—could be viewed negatively by some investors .
- Related-party exposure: Board members participated in multiple equity unit offerings in 2024 (aggregate purchases disclosed without individual names); audit committee oversees approvals, but participation by insiders may raise perceived conflicts depending on terms (approved by Board) .
- Dilution risk: As Chair, Glassman signed materials recommending an authorized share increase to 1,000,000,000 at the Nov 26, 2025 special meeting; potential dilution considerations for investors .
Director Election & Say-on-Pay Results
| Item | 2024 Annual Mtg (Jun 17, 2024) | 2025 Annual Mtg (Jun 17, 2025) |
|---|---|---|
| Glassman – Votes For / Withheld / Broker Non-Votes | 1,537,898 / 6,252 / 2,044,915 | 2,474,498 / 243 / 2,052,139 |
| Say-on-Pay (Advisory) – For / Against / Abstain | n/a | 2,414,960 / 53,738 / 6,043 |
| Say-on-Pay Frequency – One / Two / Three / Abstain | n/a | 1,129,463 / 294,670 / 1,049,092 / 1,516 |
Committee Assignments (Current)
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Scott R. Henry (financial expert) |
| Compensation | Member | Nachum Stein |
| Nominating & Corporate Governance | Member | Dr. Jerome B. Zeldis |
Related-Party Transactions Oversight
- Audit Committee is charged with pre-approving and annually reviewing related-party transactions; factors include arm’s-length terms and materiality .
- 2024 unit offerings: Board/executive team members collectively purchased units in offerings on Feb 15 (41,469 units), Aug 8 (27,000), and Nov 11 (19,659); approvals were by the Board prior to Audit Committee formation (historically) and now under Audit oversight .
Policies Relevant to Governance
- Insider trading: Prohibits short sales and hedging/monetization transactions for directors .
- Clawback: Company adopted Nasdaq/SEC-compliant clawback policy for Section 16 officers; policy scope not explicitly extended to non-employee directors .
- Equity plan governance: 2019 LTIP expanded by 780,000 shares (to 1,651,429) following shareholder approval at the 2025 Annual Meeting .