Joshua Kruger
APDNAbout Joshua Kruger
Josh Kruger was appointed Chairman and Director of Applied DNA Sciences, Inc. (now BNB Plus Corp.) on November 6, 2025; the Board determined he is not independent under Nasdaq rules due to affiliations with service providers to the company . Background highlights from the company’s press release note he is founder of OnChain Alpha and previously Head of Trading at Coral Capital (acquired by DNA Fund in late 2024) . Age and formal education are not disclosed in filings reviewed. Tenure on the APDN/BNBX board began November 6, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OnChain Alpha | Founder | Not disclosed | Crypto yield and capital efficiency expertise cited by company |
| Coral Capital | Head of Trading | Prior to late 2024 | Team acquired by DNA Fund; trading/yield strategy background |
External Roles
| Organization | Role/Relationship | Terms | Notes |
|---|---|---|---|
| Cypress Management LLC (“Strategic Advisor”) | Affiliate; Kruger ~33% economic interest | Company pays $60,000 per month and issued 5-year warrants to purchase 1,986,634 shares to Strategic Advisor | Related-party exposure; independence impacted |
| Cypress LLC (“Services Provider”) | Affiliate; Kruger ~33% economic interest | Management fee = 1/12 of 1.25% of NAV monthly; Incentive fee = 10% of net returns per period | Oversees BNB-focused treasury accounts |
Board Governance
- Role: Chairman of the Board (appointed Nov 6, 2025) .
- Independence: Not independent under Nasdaq rules, due to affiliation with Cypress entities paid >$120,000 annually by the company .
- Committee assignments/chair roles: Not disclosed in the reviewed filings.
- Board meeting attendance rate: Not disclosed.
- Years of service: Began November 6, 2025 .
- Lead Independent Director/executive sessions: Not disclosed.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Board members) | $100,000 (approved Sept 28, 2025; paid by Oct 31, 2025) | Mr. Kruger was appointed Nov 6, 2025; the 8‑K states he is expected to receive the same annual compensation as other non‑employee directors |
| Director RSUs (Oct 17, 2025 grants) | 22,511 RSUs to each board member, vest 90 days; grant date fair value $80,364 | Grant occurred before Kruger’s appointment date |
| Indemnification Agreement | Standard director/officer indemnification agreement to be entered upon appointment | Covers legal fees/expenses per agreement terms |
Performance Compensation
- No director performance-based metrics disclosed for Mr. Kruger.
- Equity plan terms cap non-employee director grant-date fair value at $250,000 per calendar year .
- Change-in-control and repricing restrictions apply under the Amended Plan; stock option/SAR repricings require shareholder approval; the committee may accelerate vesting or cash out awards upon a change in control, subject to Code §409A compliance .
Other Directorships & Interlocks
- Other public company boards: Not disclosed in filings reviewed.
- Interlocks/conflicts: Affiliations with Cypress Management LLC and Cypress LLC that receive fees/warrants from the company related to strategic advisory and digital asset services .
Expertise & Qualifications
- Company cites deep expertise in managing blockchain-native assets for yield and capital efficiency; founder of OnChain Alpha; previously Head of Trading at Coral Capital .
- Domain focus: DeFi, Binance ecosystem, non-directional yield strategies as part of the company’s BNB treasury strategy .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Shares owned | 75,303 | Purchased in October 2025 private placement |
| Warrants owned (underlying shares) | 75,303 | From the same private placement |
| % of shares outstanding (record date 10/31/2025) | ~1.73% | Computed from 75,303 shares and 4,354,782 shares outstanding |
| Vested vs unvested | Not disclosed | No director-specific vesting schedules disclosed for Kruger’s equity at appointment |
| Pledged shares | Not disclosed | No pledging disclosure found |
| Ownership guidelines | Awards subject to recoupment and stock ownership policies, as may be in effect |
Related Party Transactions
- Strategic Advisor Agreement (Cypress Management LLC, affiliate): $60,000 monthly fee; issuance of 5-year warrants for 1,986,634 shares in connection with private placements .
- Strategic Digital Assets Services Agreement (Cypress LLC, affiliate): Management fee equal to 1/12 of 1.25% of NAV monthly; incentive fee equal to 10% of net returns per incentive period; applies to BNB-focused treasury accounts .
- Independence determination: Board deemed Kruger not independent due to these affiliations .
Say‑on‑Pay & Shareholder Feedback
| Proposal (Annual Meeting 5/22/2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 503,155 | 118,913 | 67,447 | 1,672,764 |
| Frequency of advisory vote | 1 yr: 169,379 | 2 yrs: 33,862 | 3 yrs: 464,246 | Abstain: 22,028 |
Note: 2025 special meetings early in the year on warrant approvals lacked quorum; no action taken .
Governance Assessment
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Positive signals:
- Clear disclosure of independence status and related-party arrangements, allowing investors to assess conflicts .
- Board compensation framework and RSU practices are transparent; plan includes no evergreen feature, repricing prohibitions, and change-in-control mechanics consistent with market norms .
- Shareholder support for Say‑on‑Pay in May 2025 indicates baseline acceptability of executive pay program before the strategic pivot .
-
Concerns and RED FLAGS:
- Not independent as Chairman due to significant economic interests in Cypress entities that receive cash fees and large warrant grants; creates material related‑party exposure and potential conflicts, especially as Cypress advises/manages the company’s BNB treasury .
- Concentration of strategic influence around DeFi/BNB treasury strategy with affiliated service providers may challenge board oversight and investor confidence if safeguards (recusals, independent committee review) are not robust; committee assignments and independence on key committees were not disclosed.
- Rapid strategic rebranding and equity plan share increases tied to the BNB strategy raise dilution risk; proposals seek significant increases in authorized shares and plan reserve, emphasizing financing flexibility over near‑term governance balance .
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Recommended monitoring:
- Formalization of committee memberships and any recusals/protocols for transactions involving Cypress entities to mitigate conflicts .
- Disclosure of director equity grants to Kruger post‑appointment and any subsequent RSU/option awards within the non‑employee director cap .
- Voting outcomes from the December 12, 2025 special meeting on warrant exercisability, authorized share increase, and plan amendment .
Overall: Kruger brings relevant DeFi/BNB treasury expertise, but his non‑independent status and economic interests in Cypress entities that receive fees/warrants from the company present governance risks requiring strong safeguards to maintain investor confidence .