Processa Pharmaceuticals, Inc. filed a Form 8-K on November 4, 2026, disclosing the appointment of Gregory J. Flesher as Chief Operating Officer, effective November 4, 2026, along with the terms of his compensation arrangement.

Key Highlights

  • New COO appointment: Gregory J. Flesher was appointed Chief Operating Officer of Processa Pharmaceuticals, with an effective date of November 4, 2026.
  • Annual base salary: Flesher is entitled to an annual base salary of $700,000 under the employment letter.
  • Discretionary bonus: Flesher is eligible for a target bonus of up to 60% of his annual base salary, beginning in fiscal year 2027.
  • Equity grant planned: The Board intends to grant Flesher options to purchase shares equal to 3.0% of the company's fully-diluted outstanding capital stock, contingent on stockholder approval of the 2027 Equity Incentive Plan.
  • Additional milestone options: The Board also intends to grant additional options equal to an aggregate of 1.0% of fully-diluted outstanding capital stock, vesting upon achievement of various corporate milestones.
  • Prior background: Flesher most recently served as Chief Executive Officer of Ambros Therapeutics, Inc. from October 2024 to December 2025, and previously as President and CEO of Reneo Pharmaceuticals, Inc. from November 2020 to October 2024.
  • Executive Chair update: The filing also noted that Dr. Sheila Gujrathi, appointed non-employee executive chair as previously reported, is entitled to annual base compensation of $300,000 and a target bonus of 60%, plus an option grant equal to 1.5% of fully-diluted outstanding capital stock.

Flesher Agreement Terms and Planned Equity Grants at Processa Pharmaceuticals

According to the filing, Processa Pharmaceuticals (NASDAQ:PCSA) reported that its Board of Directors approved the appointment of Gregory J. Flesher as Chief Operating Officer on November 2, 2026, with the role taking effect on November 4, 2026. The company entered into an employment letter with Flesher setting his annual base salary at $700,000 and providing for a discretionary target bonus of up to 60% of that salary, beginning in fiscal year 2027.

The filing disclosed that the Board intends to grant Flesher a stock option to purchase shares equal to 3.0% of the company's fully-diluted outstanding capital stock as of the date of grant, at an exercise price equal to the fair market value on that date. The grant is contingent on stockholder approval of the company's 2027 Equity Incentive Plan at a Special Meeting of Stockholders referenced in the filing as the "Conversion Special Meeting." According to the filing, the option would vest over four years: 25% on the first anniversary of the November 4, 2026 start date, with the remaining 75% vesting in substantially equal monthly installments over the following 36 months, subject to continued employment. The Board also intends to make additional option grants equal to an aggregate of 1.0% of fully-diluted outstanding capital stock, vesting upon achievement of various corporate milestones.

The filing noted that Flesher has no family relationships with any executive officers or directors of the company and that no arrangements or understandings with any other person led to his appointment. Separately, the filing confirmed previously disclosed compensation details for Dr. Sheila Gujrathi as non-employee executive chair, including annual base compensation of $300,000, a 60% discretionary target bonus, and a planned option grant equal to 1.5% of fully-diluted outstanding capital stock, also contingent on 2027 Equity Incentive Plan approval.

What Was Disclosed

Processa Pharmaceuticals filed an 8-K on November 4, 2026, disclosing Gregory J. Flesher's appointment as COO with a $700,000 annual salary, a planned 3.0% fully-diluted equity option grant, and supplemental details on executive chair Dr. Sheila Gujrathi's previously announced compensation.