With Wexford's stake distribution and board nomination rights terminated, the activist overhang is removed, but the company loses a major supportive holder. Monitor the November 25 meeting for any dissident vote against director nominees or say-on-pay, and watch for the next 10-Q for revenue trajectory toward the $15M milestone that triggered CEO's salary increase.
Price Chart
Executive Summary
Nephros Inc. filed its definitive proxy statement for the 2026 Annual Meeting, seeking the election of CEO Robert Banks and Joseph Harris as Class III directors, ratification of Baker Tilly as auditor, and an advisory vote on executive compensation. The filing is notable because activist Wexford Capital recently distributed its entire 33.4% stake, terminating its board nomination rights, which removes a key governance overhang but also eliminates a major supportive shareholder. The company reported net income of $1.194M in 2025, a significant improvement from $74K in 2024, and CEO total compensation rose to $627K from $410K, with a large bonus tied to revenue milestones.
Key Facts
- Annual Meeting scheduled for November 25, 2026; record date September 30, 2026 with 10,870,004 shares outstanding.
- Wexford Capital distributed its entire ~33.4% stake on September 14, 2026, terminating its board nomination rights under the 2007 investor rights agreement.
- CEO Robert Banks total compensation for 2025 was $627,125 (salary $362,500, bonus $253,750, no option awards), up from $410,172 in 2024.
- CFO Judy Krandel total compensation for 2025 was $322,617 (salary $144,200, bonus $60,564, option awards $117,853), up from $148,704 in 2024.
- Net income improved to $1,194,000 in 2025 from $74,000 in 2024; TSR on a $100 investment fell to $24.75 from $24.92.
- Last year's say-on-pay vote received ~99% approval.
- All director nominees are incumbents; no contested elections or shareholder proposals on the ballot.
- Audit fees for 2025 were approximately $423,851, up from $379,675 in 2024.
Financial Impact
Net income of $1.194M in 2025 vs $74K in 2024; CEO total comp $627K; CFO total comp $323K; audit fees $424K.
Risk Factors
- Loss of Wexford as a large supportive shareholder could reduce stability and increase vulnerability to new activist campaigns.
- CEO compensation rose sharply (53% YoY) despite flat TSR, which may attract negative say-on-pay votes despite last year's 99% approval.
- Audit fees increased 12% YoY, potentially signaling increased audit complexity or internal control issues.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-047012 |
| Document: 0001493152-26-047012-index-headers.html | 0001493152-26-047012 |
| Document: 0001493152-26-047012-index.html | 0001493152-26-047012 |
| Document: 0001493152-26-047012.txt | 0001493152-26-047012 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 14, 2026 12d ago | DEF 14A | $3.51 | awaiting T+20 | — | $3.53 (+0.57%) |
Oct 13, 2026 13d ago | 8-K | $3.52 | awaiting T+20 | — | $3.53 (+0.28%) |
Sep 16, 2026 5w ago | SC 13D/A | $4.23 $3.51 | ▲ +17.02% | ▲ +18.23% | $3.53 (+16.55%) |
Sep 16, 2026 5w ago | SC 13G | $4.23 $3.51 | ▼ −17.02% | ▼ −18.23% | $3.53 (−16.55%) |
Aug 6, 2026 11w ago | 8-K | $4.21 $4.06 | ▼ −3.56% | ▼ −3.17% | $3.53 (−16.15%) |
May 7, 2026 24w ago | 8-K | $3.52 $3.42 | ▼ −2.84% | ▼ −2.86% | $3.53 (+0.28%) |
Apr 30, 2026 25w ago | Press Release | $3.11 $3.69 | ▲ +18.65% | ▲ +13.38% | $3.53 (+13.50%) |
Mar 12, 2026 32w ago | Press Release | $3.50 $2.91 | ▼ −16.86% | ▼ −20.45% | $3.53 (+0.86%) |
Mar 5, 2026 33w ago | Press Release | $3.89 $2.87 | ▼ −26.22% | ▼ −22.43% | $3.53 (−9.25%) |
US Market Status
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