NEXGEL (NXGL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, at corporate headquarters in Langhorne, PA, with proxy materials distributed primarily via Internet to reduce costs and environmental impact.

• Shareholders are encouraged to vote via Internet, phone, or mail, with detailed instructions provided for both record and street name holders.

• Board recommends voting FOR all director nominees, FOR the incentive plan amendment, FOR executive compensation, FOR a three-year say-on-pay frequency, and FOR auditor ratification.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 Annual Meeting.

• Approval of the Fourth Amendment to the 2019 Long-Term Incentive Plan, increasing authorized shares by 780,000 to 1,651,429.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with Board recommending every three years.

• Ratification of Turner, Stone & Company, L.L.P. as independent auditor for 2025.

• Other business as may properly arise at the meeting.

Board of directors and corporate governance

• Board consists of five male directors, all with significant business, finance, or medical experience; no females or underrepresented minorities.

• Four directors are independent per NASDAQ rules; Board committees include Audit, Compensation, and Nominating & Corporate Governance.

• Board and committees met regularly in 2024, with full attendance by all directors.

• Code of Business Conduct and Ethics and insider trading policy in place; clawback policy adopted for incentive compensation.